BYLAWS OF

ARAPAHOE ICE WARRIOR YOUTH HOCKEY BOOSTER, INC.,

A COLORADO NON-PROFIT CORPORATION

(Amended on November ___, 2005)

Article I -  Name

1.1.            The name of this organization shall be Arapahoe Ice Warrior Youth Hockey Booster, Inc. (the “Ice Warriors Boosters”).  The principal office of the Ice Warriors Boosters shall be located in Englewood, County of Arapahoe, in the state of Colorado.

1.2.            The registered office of the Ice Warriors Boosters shall be 6901 S. Peoria St., Englewood, Co.  80112 (the “Rink”).

Article II -  Purpose

2.1.            Said organization is organized to operate as a non-profit corporation in accordance with the provision of section 501(c)(3) of the Internal Revenue Code 1954 (or the corresponding provision of any future federal tax code).  Charitable, religious, educational and/or scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code.  To develop and promote youth hockey players with an emphasis on the development of competitive teams.

Article III - Membership

3.1.            All parents or legal guardians of players on competitive travel teams (“Players”) of Arapahoe Youth Hockey League (“AYHL”), and all coaches, who do not have a player on a competitive travel team of AYHL, shall be members of the Ice Warriors Boosters (the “Members”).

3.2.            The annual membership dues of Members shall be determined by the Board of Directors.  If necessary, additional fee assessments may be charged.  Such assessments shall be determined by the Board of Directors so long as such assessment does not exceed twenty-five percent (25%) of the original fee.  Should a fee assessment over twenty-five percent (25%) of the original fee be necessary, a general membership meeting shall be called to approve such assessment. 

3.3.            All Members are entitled to share in the membership benefits provided by the Ice Warrior Boosters and are encouraged to support fund raising activities.

Article IV - Restrictions

4.1.            The organization is organized exclusively for charitable, religious, educational, and/or scientific purposes under section 501(c)(3) of the Internal Revenue Service.

4.2.            No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization 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 the purpose clause hereof.  No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization 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.  Notwithstanding 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 (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.

Article V - Officers

5.1.            The Ice Warriors Boosters shall have a Board of Directors consisting of elected officers who shall have the authority to and ensure that the Ice Warriors purpose is carried out.  Officers shall have terms of two (2) years, staggered.  Officers will adhere to the bylaws and policies with the positions and responsibilities including:

5.2.            Officers shall be elected from the Members.  Elections shall be at the annual October meeting, with President, Secretary and Director of Fundraising being elected in even years and Vice President and Treasurer elected in odd.  Nominations shall be accepted from the Members.  Nominations shall be posted before the October meeting.

5.3.            During his or her term of office, an officer shall not serve as a director or officer of any other organization which participates in a league in which an AYHL team also participates.  Officers also are discouraged, although not prohibited, from serving as an officer or director of any organization in which the AYHL participates or which has jurisdiction over the AYHL. In the event an officer shall serve in such capacity, the officer shall disclose any potential conflict of interest to the Board of Directors or to the governing board of such other organization, as applicable, and shall refrain whenever possible from voting on such issues with respect to which such director may have a conflict of interest.  An officer may be a member of Colorado Amateur Hockey Association and USA Hockey.  In the event a Player of an officer stops playing hockey for the AYHL and does not play for any another association or organization which participates in a league in which an AYHL team also participates, that officer can remain an officer of the Ice Warriors Boosters for the remainder of his or her term.

5.4.            An officer may resign at any time by giving written notice of his or her resignation to any other director or, if the director is not also the Secretary, to the Secretary. The resignation shall be effective when it is received by another director or the Secretary/Registrar, as the case may be, unless the notice of resignation specifies a later effective date. Acceptance of such resignation shall not be necessary to make it effective unless the notice so provides.

5.5.            Any officer may be removed at any time for any reason as determined by a two-thirds (2/3) majority of a quorum at any scheduled meeting, provided all officers are informed at least ten days in advance of proposed removal.

5.6.            The Board of Directors may designate additional officer or director(s) as the Board of Directors determines may be necessary to carry out the purpose of the Ice Warrior Boosters.

Article VI - Meetings

6.1.            The Ice Warrior Boosters shall have an annual meeting, regular meetings and special meetings as may be necessary.  Regular meetings of the Ice Warrior Boosters shall be held once every month.  All meetings shall be held at the Rink or at any place as may be designated by the Board of Directors.

6.2.            The President shall preside over such meetings.  The minimum purpose of such meetings shall be to go over previous activities and to discuss upcoming activities and/or upcoming tournaments.

6.3.            The annual meeting shall be held in October of each year to elect officers and to provide a report of accomplishments to the Members, including a financial report.

6.4.            Special meetings of the officers, or of the Members, may be called at any time by the President or by any two officers.

6.5.            Notice of the time and place of each special or emergency meeting of the Ice Warrior Boosters shall be given to each Member reasonably in advance of such meeting based upon the circumstances necessitating the meeting.  Notice may be given by facsimile, electronic mail or telephone.  Notice of a meeting need not be given to any member who signs a waiver of notice or a written consent to the holding of the special meeting, whether before or after the meeting, or who signs an approval of the minutes thereof, or attends the meeting without protesting prior thereto or at its commencement the lack of notice to such member.  All such waivers, consents, and approvals shall be made a part of the minutes of the special meeting.

6.6.            The affirmative vote of a simple majority of the Members present at a scheduled meeting shall be required to carry any motion or other action of the officers other than as noted in the removal of officers or amending bylaws.

Article VII - Quorum and Voting

7.1.            All Members in good standing may vote on any issue subject to the limitation of one vote per Player.  A Member shall be deemed in good standing if all Ice Warriors Boosters’ fees then due and owing have been paid by or on behalf of such Member.  A Member may vote in person or by proxy, except as provided for in paragraph 7.5 below.  Voting shall be by show of hands unless the President determines that a secret ballot shall be utilized.  If more than one parent or other legal guardian of a Player is present at a meeting, one of such persons shall be designated to cast the vote relating to such Player, or in the absence of such designation, the President shall designate the person entitled to cast the vote relating to such Player.

7.2.            A quorum for the annual meeting or any special meeting of the Members shall be at least twenty-five (25%) of the Members either in person or by proxy.  Should such a quorum not be presented or represented at any meeting, another meeting may be called subject to the same notice requirements, and the required quorum of the subsequent meeting shall be ½ of the required quorum at the preceding meeting. Should the subsequent meeting not achieve a quorum, a 2/3 vote of the full board may conduct any business that is the subject of such meeting.

7.3.            For regular meetings, a majority (51% or more) of the number of directors, not including vacancies, shall constitute a quorum for the transaction of business, and the acts of a majority of directors or Members present at a meeting at which a quorum is present shall constitute the acts of the Board of Directors.  If less than a quorum is present, a majority of those present may adjourn the meeting until a quorum is present.

7.4.            Voting on issues requires a simple majority unless specifically stated otherwise.

7.5.            Approval of expenditures that can only be used by certain teams of the AYHL and not all teams of the AYHL may only be approved by the Members if the following procedures are followed:

7.5.1.      The team or teams requesting such expenditure notify the Secretary in writing of the nature and amount of the expenditure sought by such team.  Such notice shall be submitted to the secretary at least twenty days in advance of the meeting that such expenditure will presented to the Members for approval.

7.5.2.      Voting on expenditures covered by this paragraph 7.5 shall be done in person only.  Voting by proxy shall not be allowed.

Article VIII - Vacancy of Office

8.1.            If a vacancy of an office occurs, whether by resignation, removal or otherwise, the Board of Directors may fill the vacancy, or if the directors remaining in office constitute less than a quorum of the Board of Directors, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.  If the Board of Directors fails to fill the vacancy within sixty (60) days of the occurrence of the vacancy, the Members may fill the vacancy at the next annual meeting of Members or at a special meeting of Members called for that purpose.

8.2.            A vacancy that will occur at a specific later date, by reason of resignation that will become effective at a later date under paragraph 5.2 or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.

8.3.            A vacancy which occurs as the result of the election of an incumbent director to a different office shall if possible be filled by election of the Members at such meeting; provided, however, that if such vacancy is not filled at such meeting, it shall be filled as provided in paragraph 8.1.

Article IX - By Laws and Amendments

9.1.            The bylaws may be amended by a two-third (2/3) majority vote of the Members present at any meeting of the Members where a quorum is present and previous notice of intention to amend having been given to all members via newsletter or special notice at least two weeks prior to vote, and posting of amendments and copies available for review having been made known to the Members.

Article X - Finances

10.1.        The treasurer shall be responsible for managing the Ice Warriors Boosters’ finances in compliance with the requirements of a 501(c)(3) Non-profit Corporation.  The Board of Directors may authorize funds for special awards and recognition consistent with the overall purpose of the association.

Article XI - Dissolution

11.1.        Upon dissolution, the officers will, after paying or making provision for payment of all liabilities, dispose of all assets to such organizations operated exclusively for charitable, educational or religious and/or scientific purposes and qualify as an exempt organization under 501(c)(3).”

Article XII - Rules of Travel Hockey

12.1.        USA Hockey stipulated rules shall govern all Ice Warriors Boosters activities.

Article XIII - Parliamentary Procedure

13.1.        Robert Rules of Order shall govern all Ice Warriors Boosters’ meetings unless otherwise specially directed by the Board of Directors.

Article XIV - Non-Discrimination

14.1.        It is the intent of the Ice Warriors Boosters’ to assure equal opportunity and non-discrimination for all hockey players, coaches and other Ice Warrior Boosters members regardless of race, sex, religious belief, color, national origin, age or disability status.

Article XV – Miscellaneous

15.1.        Compensation.  Directors shall not be entitled to receive compensation from Ice Warrior Boosters, but may receive reimbursement for reasonable and necessary expenses as the Board of Directors may determine.

15.2.        Conflicts of Interest.  No director or officer shall enter into any contract or agreement with the Association in which there exists a conflict of interest of such person in his or her capacity as a director or officer unless such conflict of interest is disclosed to the Board of Directors and the contract or agreement is approved by a majority of the non-interested directors.

15.3.        Property Interest of Directors, Officers and Members.  No director, officer or Member of the Ice Warrior Boosters shall have any right, title or interest in or to any real or personal property or other assets of the Ice Warrior Boosters during its existence, or upon the dissolution of the Ice Warrior Boosters.

15.4.        Limitation of Liability of Directors and Officers.  The private property of the directors and officers shall be exempt from execution or other liability for any debts of the Ice Warrior Boosters, and no director or officer shall be personally liable or responsible for the debts or liabilities of the Ice Warrior Boosters.  To the fullest extent permitted by applicable law in effect from time to time, a director or officer of the Ice Warrior Boosters shall not be liable to the Ice Warrior Boosters or to its Members for monetary damages for breach of fiduciary duty as a director or officer.

15.5.        Indemnification.  The Ice Warrior Boosters shall indemnify, to the fullest extent permitted by applicable law in effect from time to time, any person, and the estate and personal representative of any such person, against all liability and expense (including attorneys’ fees) incurred by reason of the fact that he or she is or was a director or officer of the Ice Warrior Boosters or, while serving as a director or officer of the Ice Warrior Boosters, he or she is or was serving at the request of the Ice Warrior Boosters as a director, officer, partner, trustee, employee, fiduciary or agent of, or in any similar managerial or fiduciary position of, another domestic or foreign corporation or other individual or entity. The Ice Warrior Boosters shall also indemnify any person who is serving or has served the Ice Warrior Boosters as director, officer, employee, fiduciary or agent, and that person’s estate and personal representative, to the extent and in the manner provided in any resolution of the Members or directors, contract or otherwise, so long as such provision is legally permissible.  The Ice Warrior Boosters is authorized to obtain a policy or policies of insurance for the purpose of providing such indemnification of directors, officers, employees, fiduciaries and agents of the Association.

15.6.        Invalid Provisions.  The invalidity or unenforceability of any particular provision of these Bylaws shall not affect the other provisions herein, and these Bylaws shall be construed in all respects as if such invalid or unenforceable provision was omitted.

15.7.        Governing Law.  These Bylaws shall be governed by and construed in accordance with the laws of the State of Colorado.

IN WITNESS WHEREOF, I hereby certify that the foregoing is a true and correct copy of the Bylaws of the Arapahoe Ice Warrior Youth Hockey Booster, Inc., as approved by the Members of the Association at a meeting thereof duly called and held on November ___, 2005.

By:______________________________

Mark Jaehning, President