Bylaws

San Diego Amateur Hockey Club

Revised and adopted

June 30, 2004
Article I

NAME

Section 1.0 - The name of this corporation shall be the San Diego Amateur Hockey Club (SDAHC), herein sometimes referred to as the “Club.”

Article II

OFFICE

Section 2.01 - The principal office of the Club for the transaction of business shall be located in a the city designated by the Board of Directors inby the current President, in San Diego County, California.

Section 2.02 - The County of the principal office can be changed only by amendment of the Articles of Incorporation of this Club and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the named County by noting the changed address and effective date on an attachment to these by-laws.

Article III

MISSION & PHILOSOPHY

Section 3.01 - Mission: It is the mission of the San Diego Amateur Hockey Club to assist parents in the greater San Diego area in developing the character of their sons and daughters through exposure to the sport of hockey. In keeping with such a goal, instruction and coaching has as its primary objective character development, and not the winning or losing of individual games. In addition to developing the character of our athletes, the San Diego Amateur Hockey Club will emphasize the proper appreciation of teamwork, conditioning, discipline, sportsmanship and fair play in a competitive setting. The Club will consistently strive to create an experience for young athletes that will affect them in a positive manner well beyond their playing days by encouraging, developing, advancing and administering the sport in a responsible manner.

Section 3.02 - Philosophy: The philosophy of the San Diego Amateur Hockey Club is derived from USA Hockey’s “Philosophy” as set forth in the USA Hockey Annual Guide. As such, the Club subscribes completely to USA Hockey’s:

A. “Code of Conduct” for Administrators, On-Ice Officials, Coaches, Parents, Players and Spectators (Enclosure 1).

B. Athlete Bill of Rights (Enclosure 2).

C. Zero Tolerance Policy (Enclosure 3).

D. Sexual Abuse Policy (Enclosure 4).

E. Screening Policy (Enclosure 5).

F. Physical Abuse Policy (Enclosure 6).

Article IV

CORE VALUES

Section 4.01 - Core Values: The following core values of USA Hockey are completely endorsed by the San Diego Amateur Hockey Club and are adopted as a to guide for the Club’s members in their planning, programming and play, both now and in the future.

A. SPORTSMANSHIP -- Foremost of all values is to learn a sense of fair play. Become humble in victory, gracious in defeat. We will foster friendship with teammates and opponents alike.

B. RESPECT FOR THE INDIVIDUAL -- Treat all others as you expect to be treated.

C. INTEGRITY -- We seek to foster honesty and fair play beyond mere strict interpretation of the rules and regulations of the game.

D. PURSUIT OF EXCELLENCE AT THE INDIVIDUAL, TEAM AND ORGANIZATIONAL LEVELS -- Each member of the organization, whether player, volunteer or staff, should seek to perform each aspect of the game to the highest level of his or her ability.

E. ENJOYMENT -- It is important for the hockey experience to be fun, satisfying and rewarding for all participants.

F. LOYALTY -- We aspire to teach loyalty to the ideals and fellow members of the sport of hockey.

G. TEAMWORK -- We value the strength of learning to work together. The use of teamwork is reinforced and rewarded by success in the hockey experience.

Article IV

MEMBERSHIP

Section 4.01 - Class of Membership. Theis Club shall have one class of membership.

Section 4.02 - Member Eligibility. Membership shall be open to amateur hockey players within San Diego County or other Ssouthern California counties, with approval from the Board of Directors.

Section 4.03 - Good Standing. Members are admitted to the Club once they and their parent (s) or guardian (s) sign and return a letter of intent to play the coming season for the Club, and sign and return the financialplayer agreement. Players and/or their parent (s) or guardian (s) must also pay any and all membership fees, dues and special assessments as proscribed by the Board of Directors at its Annual Meeting, and must sign and return all registration forms contained in the player registration packet. To remain in good standing, players and their parent (s) or guardian (s) must abide by all of the terms specified in the financialplayer agreement.

Section 4.045 - Members shall abide by the By-Laws, Rules and Regulations, and Policies of San Diego Amateur Hockey Club, California Amateur Hockey Association, USA Hockey and those of any league which that are applicable to the Club.

Article V

FEES and AND DUESSPECIAL ASSESSMENTS

Section 5.01 - All members are subject to the payment of dues, but such dues shall be only in an amount sufficient to defray the actual cost of the proper management of the Club.

Section 5.02 - The Board of Directors is authorized to fix the amount of said dues which will be in the form of player fees for each player affiliated with the Club.

Section 5.01 - Fees. The Club shall assess fees, called club fees, annually, to cover team and Club expenses. Dues shall be limited to the amount necessary to defray the estimated costs of the proper management of the Club and its teams.

Section 5.02 - Fees will be levied as part of the Club's annual budget, approved at the Annual Meeting of the Board of Directors.

Section 5.03 - Player Financial Responsibility. Each member or his/her parent (s) or guardian (s) is responsible for the full amount of their Club fees. The Club may specify conditions by which a portion of a player's fees may be waived and may establish regulations that proscribe the procedure by which such waivers will be considered.

Section 5.04 - Special Assessments. The Club may make special assessments at any meeting of the Board of Directors or any public meeting of the Executive Committee in order to cover budgetary shortfalls or unexpected expenses. Special assessments can be assessed to the entire membership of the Club or to only the members of one or more of the Club's teams. Special assessments shall be limited to only the estimated cost of the unexpected expense or budget shortfall.

Teams, through their team representative, may, from time to time, request a special assessment for the membership of their team. These assessments are called team fees. These special assessments must receive pre-approval by the Executive Committee. The process for requesting a special assessment for a team and for the collection of team-requested special assessments shall be proscribed by the Board of Directors. Each member or his/her parent(s) or guardian is responsible for the full amount of all special assessments and team fees.

Section 5.053 - Said fAll fees and assessments shall be payable to the Club by the members at such times as directed by the Club.Board. To remain in good standing, with the Club, fees must be paid in a manner as specified by the Club.

Section 5.04 - As required, the Executive Committee may request special assessments to cover expenses incurred by individual teams with the approval of the Board of Directors.

Article VI

GOVERNANCEMENT

Section 6.01- The Government of the Club shall be governed by the Board of Directors. , which may, by two-thirds (2/3) vote of the Board of Directors delegate certain authority to an Executive Committee. The Board of Directors shall be elected annually in a manner proscribed below at a time and place to be specified by rule.

Section 6.02 - Annual Meeting. The Club shall hold at least one annual meeting per year. The Annual Meeting must be public and a public record must be kept of its proceedings. Records of the Annual Meeting must be made available so that the Club's membership can have easy access to them. The time and place of the annual meeting shall be affixed by the Boardrule, but, it shall be no earlier than August 31 and no later than October 31 each year. . All Directors must be notified of the time and place of the meeting. The Club's membership shall be advised of the place, time and agenda for the Annual Meeting. Except for the initial Board of Directors, which shall be appointed by the Incorporator, the Board of Directors shall be elected/appointed annually. The Board of Directors shall be the main decision making body of the Club. The Board of Directors shall:, at its Annual Meeting:

i) Upon nomination by the President, Eelect the Club's Officers whose terms are expiring and elect officers to fill vacancies;

ii) Approve the Annual Budget, including the apportionment of Club fees, as prepared by the Executive Committee;

iii) Receive and approve the reviewaudit of the Club's accounts for the previous year;

iv) Debate and approve amendments to these bylaws. Proposals to amend the bylaws and the procedure by which amendments are considered may be proscribed by the Board of Directors. Two-thirds of the Directors must approve amendments to the bylaws;

Section 6.03 - Special Sessions. The Board of Directors may be called to meet in a Special Session. Special Sessions may be called with three days notice, either by the President or by any three members of the Executive Committee. Special Sessions must be public and a public record must be kept of its proceedings. Records of any Special Sessions must be made available so that the Club's membership can have easy access to them. All Directors must be notified of the time and place of the meeting. The Club's membership shall be advised of the agenda for the special session and invited to watch. The process of calling a special session of the Board of Directors shall be proscribed by rule. Special Sessions may be called to:

i) Replace Club offices vacated by death, resignation, or removal;

ii) Adopt changes to the Club's budget or annual fees or to consider motions for Special Assessments and team fees;

iii) Consider motions to remove Club officers;

iv) Any other reason as provided for by rule.

A.Direct and manage all phases of the Club program except where it so delegates to the Executive Committee.

A.Work in conjunction with the Executive Committee in the direction and development of organizational policies to further the Purpose of the Club.

Section 6.04 - The Executive Committee. The Club shall be managed by an Executive Committee. will consist of a President, a Vice-President. a Treasurer, a Secretary, a Director of Managers, and a Registrar. The Executive Committee shall:

i. Consist of the President, Vice President, Treasurer, Secretary, Director of Hockey and six other Board members appointed by the President.Elect the officers of the Club.

ii. Carry out the day-to-day business of the Club.

iii. Perform all the duties of the Club between meetings of the Board of Directors.

iv. Carry out the directives of the Board of Directors as expressed at the Aannual Mmeetings.

v. Have jurisdiction over suspensions of teams, parents, spectators, officers, players, coaches and managers; adjudication of protests and lifting of suspensions.

vi. Make determination of all questions, taking of any action and meeting any situation involving the Club, not otherwise specifically provided for in the Articles of Incorporation, By-Laws, Rules and Regulations, or by the vote of the Board of Directors at the Aannual Mmeetings.

vii. Have the responsibility and authority to enforce all the By-Laws, Rules and Regulations, and policies of the Club.

viii. Propose a budget each year for consideration by the Board of Directors at its Annual Meeting.

ix. Propose a slate of candidates for each of the Club's offices, to be considered by the Board of Directors at the Annual Meeting.

Article VII

BOARD OF DIRECTORS

Section 7.01 - The Board of Directors shall be the main policydecision making body of the Club, except where it so delegates by rule to the Executive Committee.

Section 7.02 - The Board of Directors shall consist of the following Oofficers and directors:

i. President

ii. First Vice-President

i. Second Vice-President/Comptroller

iii. Secretary

iv. Registrar

v. Treasurer

vi. Ice Conveneor

vii. Director of Tournaments and Special Events

viii. Director of Hockey and Special Events

ix. Director of Mmanagers

x. Director of Publications

xi. Director of Fundraising

xii. One Representative elected by each of the Club’s teams, with elections convened as described in section 7.03

Officers shall serve twohree-year, staggered terms. When vacancies occur, officers may be appointed or elected to serve the unexpired term for that office. The terms of office for the President, Vice President, Secretary, Registrar and Director of Fundraising Managers shall expire at the Annual Meeting in 20043 and every twothird years thereafter. The terms of office for the First Vice-President, Registrar,Treasurer, Director of Tournaments, Director of Managers, Director of Publications, Director of Hockey, and Ice Convener shall expire at the Annual Meeting in 20054 and every twothird years thereafter. The terms of office for the Second Vice-President, Treasurer, and Director of Tournaments shall expire at the Annual Meeting in 2005 and every third year thereafter. Procedures for nominations to fill vacancies or to elect offices whose terms are expiring at the Annual Meeting shall be proscribed by rule. Elections are to be governed by Robert's Rules of Order, unless superceded by rule.

Section 7.03 - Team Representatives. The Board of Directors shall also consist of Aa Rrepresentative from each competitive team the Club fields. Team representatives shall be elected by each team through a process proscribed by rule. Each team shall elect one representative to the Board of Directors. The members of each team, who remain in good standing, shall have one vote each in electing a team representative. The team representative must be a parent or guardian of a member of the team. Alternatively, the coach or manager of the team may serve as the representative. Ballots shall be distributed and elections held prior to the Annual Meeting of the Board of Directors. Ballots shall be prepared and distributed by the Director of Managers and shall be collected and counted by the Secretary and Second Vice-President at a meeting of the Executive Committee prior to the Annual Meeting. If team representatives are not elected, or if no one person achieves a majority of the team's votes, or if a vacancy occurs, then a team representative may be appointed by the President upon the advice and consent of the Executive Committee. Teams shall be notified regarding the identity of their representative. Team representatives can be removed from the Board of Directors upon motion by an officer of the Club, with two-thirds of the Directors concurring.

i.Other member as necessary to accomplish the mission of the Club.

Section 7.04 - Each Director and Team Representative shall have voting rights at the Club's Annual Meeting or at any Special Session or Open Session of the Board of Directorsin the Club.

Section 7.05 - Each Director is entitled to one vote.

Section 7.06 - Voting at duly held meetings shall be by show of hands except as otherwise expressly provided in these By-Laws. A simple majority decides a vote unless otherwise stated by the By-Laws or unless otherwise stipulated by the Board.

Article VIII

MEETINGS OF THE BOARD OF DIRECTORS

Section 8.01 - The President, or any three (3) Directors, shall have the power to call Special Meetings of the Board of Directors at any time, giving the Directors not less than five (5) days written or verbal notice of the time, place and purpose of said meeting.

Section 8.02 - The business of any “Special Meeting” shall be limited to that particular purpose for which the meeting was called. Other issues shall be out of order and this order cannot be waived.

Section 8.03 - Quorum. The Board of Directors cannot meet in the absence of a quorum. A quorum consists of one-half plus one of the membership of the Board of Directors. If a meeting is cancelled for the absence of a quorum, then a second meeting will be called to take place no more than seven days and no less than one day after the cancelled meeting. All directors must again be notified of this second meeting. At this second meeting a quorum will consist of six (6) Directors.

Section 8.043 - Meetings of the Board of Directors shall be presided over by the President, or in his or her absence, the First Vice-President, or in the absence of both, a Chairman chosen by a majority of the Directors present.

Section 8.054 - Special Meetings of the Board of Directors shall be presided over by a chairman chosen by a majority of the Directors present.

Section 8.065 - The order of business for meetings shall be: A Meeting Called to Order; Reading and Approval of Minutes; Financial Report; Nomination/Election of officers; Reports of Officers and Committees; Unfinished Business; New Business, Adjournment. Robert’s Rules of Order shall govern the conduct of business except where otherwise provided herein and except as provided by motions approved by the Board of Directors. Meeting rules must be publicly available. The minutes, being a record of the proceedings of any meeting of the Board of Directors, shall be published in a manner easily accessible to the Club's membership.

Article IX

EXECUTIVE COMMITTEE, ELECTED OFFICERS, APPOINTED OFFICIALS

Section 9.01 - The Executive Committee consists of thea President, thea First Vice-President, a Second Vice-President, athe Treasurer, thea Secretary, a Registrar, the an Ice Convenor, and a Director of Managers, and a Director of TournamentsDirector of Hockey, and six members appointed by the President. and Special Events.. The Executive Committee may include other positions as necessary. The President shall vote only in the case of a tie vote.

Section 9.02 - The elected officers shall be the President, the Vice-President and the Team Representatives.

Section 9.03 - Elected officials shall be elected not later than 1 June of each year.

Section 9.04 - Elected officers shall be elected by a majority vote of the Executive Board present, providing the number present constitutes a quorum.

Section 9.025 - Voting for elected officers listed in Section 7.02, i to xi, shall be by ballot.

Section 9.036 - The Secretary shall prepare, distribute and collect ballots.

Section 9.07 - The Treasurer, Secretary, Director of Managers, Registrar, and Convener shall be appointed by the President and approved by a majority of the Board of Directors.

Section 9.048 - Each rink the Club purchases ice from may designate a representative to sit on the Board of Directors as a non-voting member.

Section 9.059 - The President shall be the Chief Executive Officer of the Club and shall have all the powers and duties usual to that position, including, but not limited, to the following:

A. To cast the deciding vote in case of a tie at meetings of the Board of Directors and the Executive Committee meetings.

B. To represent the Club at meetings of all other organizations and leagues with whom the Club may from time to time be involved. in matters involving other clubs and leagues under USA Hockey itself and other relationships outside the Club.

C. In cases of emergency, Tto make commitments in the name of the Club, in cases of emergency subject to review and ratification by the Executive Committee at the following meeting.

D. To preside over all Annualregular and special meetings of the Board of Directors and the Executive Committee.

A. To sign with the Treasurer on the Club’s bank account and all checks of the Club

E. To sign and execute all written contracts, conveyances and obligations of the Club.

F. To appoint, with the advice and consent of the Executive Committee, the “Appointed oOfficers” to fill vacant Club offices or to fill newly created "appointed offices." of the Executive Committee.

G. To appoint committees and representatives from within the Club membership with the advice and consent approval of the Executive Committee, and to be an ex-officio member of all committees created by or connected with the Club.

H. To perform such other duties as pertain to this office as the Board of Directors may from time to time deem necessary.

I. Past presidents are granted, by courtesy, ex-officio status on the Executive Committee. They can renounce their ex-officio status at any time.

Section 9.10 - The First Vice-President shall be second in order of seniority in the Club and shall have the following duties and powers:

A. In the absence of the President, or in the event of his inability to act, the First Vice-President shall have and exercise all power and duties of the President.

B. To perform other such duties as delegated by the President.

C. To be an alternate for any representative unable to attend any meeting at which the San Diego Amateur Hockey Club is represented.

D. To be the Chairman of the Club’s Penalty Review Committee.

A.To act as the Club Convener and supervise all purchasing of ice.

Section 9.11 - The Second Vice-President shall act as Comptroller for the Club.

A.All expenditures by the Club, except those to pay for ice fees, must be pre-approved by the Second Vice-President. The Second Vice-President may countersign checks on the Club's accounts, with this countersign being evidence or his or her pre-approval of the expenditure. In pre-approving expenditures, the Second Vice-President shall determine if any proposed expenditures are mandated by the Club's bylaws, Annual Budget, or rule. The Treasurer or President may challenge the Second Vice-President's determinations, in a manner proscribed by rule, subject to approval of the challenge by a majority of the Executive Committee at its next meeting.

A.The Second Vice-President shall report, on a quarterly basis, all expenditure requests and whether the requests were approved or not and the basis on which this determination was made.

A.The Second Vice-President shall be responsible for quarterly and annual statements on the fiscal condition of the Club and its teams, for long-term financial planning and the prudent investment of the Club's monies, and for organizing and supervising fund-raising for the Club and its teams. The Second Vice-President shall also prepare the Annual Budget for presentation to the Board of Directors at its Annual Meeting.

A.The Second Vice-President shall be responsible for arranging and administering the Club's insurance program.

A.The Second Vice-President shall supervise the annual audit of the Club's accounts.

Section 9.20121 - The Treasurer of the Club shall be responsible for maintaining the account for the Club, and for receiving and disbursing the Club's monies. The Treasurer's authority shall include, all financial matters of the Club including, but not be limited to:

A. Maintain the financial accounts of the Club, receiving all monies paid to the Club and making disbursement of funds for the Club.

B. Open and maintain the only San Diego Amateur Hockey Club authorized accounts in such banks as directed by the Board of Directors and under such conditions as proescribed by the Board of Directors.

C. Prepare all checks against the accounts of the Club for disbursement of the amount owed. All checks will require a second authorized signature. For all expenditures in excess of five hundred dollars ($500), the second signature to be added upon approval of the Executive Committee. The Treasurer is the , President and Second Vice-President only are the only persons authorized to sign or countersign on any account ofowned by the Club.

D. Prepare annually a budget of revenue and expenses for the ensuing year and to recommend to the Board of Directors player a player registration fees for the anticipated needs of the Club. The Hockey Director, Vice-President, and Ice Convener shall assist in the preparation of the Annual Budget for presentation to the Board of Directors at its Annual Meeting.

E. Provide a quarterly financial statement to the Executive Committee and the Board of Directors and to make available the books of the Club upon request of the Executive Committee or as directed by the President or Vice-President..

F. Make the books of the Club available for review independent audit each year prior to the annual meetings. Make tax returns and other financial documents available for review as required by law or by the Club’s governing bodies.

G. All expenditures by the Club must have prior approval by the Club Treasurer. The Treasurer must grant written prior approval to all team or Club expenditures in excess of $400 or an amount set by the Board of Directors by rule. In pre-approving expenditures, the Treasurer shall determine if any proposed expenditures are mandated by the Club's bylaws, Annual Budget, or rule. Any member of the Executive Committee may challenge the Treasurer’s determinations, in a manner proscribed by rule, subject to approval of the challenge by a majority of the Executive Committee at its next meeting.

H. The Treasurer shall report, on a quarterly basis, all expenditure requests and whether the requests were approved or not and the basis on which this determination was made.

I. The Treasurer shall be responsible for quarterly and annual statements on the fiscal condition of the Club and its teams, for long-term financial planning and the prudent investment of the Club's monies, and for organizing and supervising fund-raising for the Club and its teams.

10. The Treasurer shall be responsible for arranging and administering the Club's insurance program.

K. A committee, appointed by the President and made up of members of the Executive Committee, called the Financial Committee, shall supervise the annual review of the Club's accounts, including any and all team accounts held by the Club for its teams, and any and all merchandizing accounts. Arrange for and administer the Insurance program for the Club

L. Work with the Board or Directors on all matters regarding special financial projects.

M. File all necessary tax returns and tax documents on a timely basis.

Section 9.30132 - The duties of the Secretary shall be:

A. To issue notices of all meetings of the Club if so instructed by the President.

B. To maintain a record of all proceedings at such meetings.

C. To prepare and distribute and collect ballots as required.

D. To be responsible for the distribution of the minutes to every member of the Executive Committee and Board of Directors.

Section 9.4014 - The duties of the Director of Tournaments and Special Events and Special Events shall be:

A. To act as the Club Tournament Coordinator, organizing and supervising any tournaments sponsored by the Club (which is fundamentally different from a Director of a specific tournament). .This requires the organization of information at the Club level for any team (or combination of teams) that is executing a tournament at any time during the year; . The Secretary will to act as a central point of contact for the Club when other Clubs either invite our tTeams to tournaments, or desire to be invited to our tournaments.

B. To organize and supervise any special events, such as clinics, camps, or other methods of player or coaching instruction that the Club may from time to time choose to establish.

Section 9.50153 - The duties of the Registrar shall be:

A. To register all players, coaches and teams with the CAHA and USA Hockey as well as any other league (s) in which the Club might participate.

B. To receive, record, and promptly forward IMR’s and Team Membership Application forms with the appropriate fees to USA Hockey. To be certain that all registration forms are properly completed and comply with USA Hockey regulations.

C. To distribute Official Guides, Rule Books and miscellaneous publications to registered teams.

Section 9.60164 - The duties of the Director of Managers shall be:

A. Call monthly meetings of Team Managers. Coordinate training and education of Team Managers and Minor Officials.

B. Provide the Executive Committee and the Board of Directors with a complete roster of all Team Managers and Minor Officials.

C. As Club Statistician, forward all team scoresheets to any league in which the Club has teams playing, while keeping a copy of the original in a historical file for the Club.

D. To perform other duties as proscribed by the Executive Committee.

Section 9.7017 - The duties of the Ice Convener shall be:

A. To schedule practices and games at the rinks from whom the Club purchases ice time for all of the Club's teams; to work with the schedulers from any league or organization that with whom the Club is involved.

B. To approve bills for ice time.

Section 9.80 – The duties of the Director of Hockey shall be:

1. To select coaches, assistant coaches and trainers, subject to approval by the Executive Committee;
2. Determine the teams fielded by the Club and the leagues they play in;
3. Govern all day to day hockey activities;
4. Carry out any other activities as determined by the Board of Directors.

Section 9.90 – The Duties of other Directors shall be specified by rule following a majority vote of the Executive Committee and will be detailed in the Club’s Policy and Procedures Manual.

Section 9.15 - The duties of the rink representative shall be to represent the interests of the rink to the San Diego Hockey Club.

Section 9.100- Each term of office shall commence as of the date they are duly elected/appointed.

Section 9.17 - The term of office for each elected officer shall be for two (2) years. The term of office for each appointed officer shall be for one (1) year. Section 9.101198 - The term of office as herein above set forth shall not be construed as to limit an officer to only one (1) term of office. If duly elected/appointed, an officer may serve consecutive terms of office.

Section 9.1022019 - Each officer shall hold office for the term herein set forth until his or her term of office expires, he or she resigns or is removed or is otherwise disqualified to serve, or his successor shall be duly elected/appointed; whatever occurs first.

Section 9.103210 - Removal. Any officer appointed by the President with the advice and consent of the Executive Committee may be removed either with or without cause at the discretion of the President, with the advice and consent of the Executive Committee.

Section 9.104221 - Any officer may resign at any time by giving written notice to the President. Any such resignation shall take effect at the date of receipt of such notice, or at any later time specified therein. The acceptance of the resignation by the President shall not be necessary to make it effective.

Section 9.105232 - Any elected officer may be removed from office by a seventy-five percent (75%) vote of the Board of Directors at any Special SessionMeeting held for such purpose.

Section 9.106243 - Any vacancy caused by death, resignation, or removalotherwise of the President shall be filled by the First Vice-President for the unexpired term.

Section 9.107254 - Any vacancy caused by death, resignation, or otherwise, of the Vice-President may be filled temporarily by appointment of the President until such time as the Board of Directors shall fill the vacancy by a regular or special meetingsession to be called within thirty (30) days.

Section 9.108265 - Any vacancy caused by death, resignation, or otherwise of an officer appointed by the President shall be filled by reappointment of the President.

Section 9.109276 - Regular attendance at meetings is required of all officers. Failure to attend meetings regularly can be considered just cause for removal.

Section 9.110287 - Director’s Liability - To the fullest extent provided under the California Corporations Code and all applicable laws, there shall be no monetary liability on the part of, and no cause of action for damages shall arise against any volunteer Director or volunteer Executive Committee Officer of this non-profit public benefit corporation based upon any alleged failure to discharge such person’s duties as a Director or Officer if such duties are performed in a manner that meets all of the following criteria:

A. Such duties are performed in good faith;

B. Such duties are performed in a manner such Director or Officer believes to be in the best interest of the corporation; and,

C. Such duties are performed with such care, including a reasonable concern for inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

Section 9.111298 - Indemnification. The Corporation shall, to the maximum extent permitted under the California Corporations Code or any other applicable law, indemnify each of its Directors, Officers and all other agents, including persons formerly occupying such positions against all losses, expenses, judgments, fines, settlements, and / or other amounts actually and reasonably incurred in connection with any legal “proceeding.” The term “expenses” as used in this By-Law shall have the meaning set forth in Section 5238(a) of the California Corporations Code.

Section 9.1123029 - Approval of Indemnity. On written request to the Board of Directors by any person seeking indemnification under the California Corporations Code, the Board of Directors shall promptly determine under the California Corporations Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been satisfied and, if so, the Board of Directors shall authorize indemnification.

Section 9.113310 - Insurance. The Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its Officers, Directors, and other agents described in section 5238(a) of the California Corporations Code against any liability asserted against or incurred by any Officer, Director, or agent in such capacity of arising out of the Officer’s, Director’s, or agent’s status as such.

Section 9.120321 - Advancement of Expenses. In matters thatwhich requirecause any member of the Board of Directors to travel to a meeting at which their sole function is to represent the interests of the San Diego Amateur Hockey Club, the Club will authorize a limited reimbursement for authorized and approved expenses related to allowance in conjunction with such trips. Limitations and processes of approval and disbursement shall be established by rule. The allowance will seek to pay the expenses of the Officer or Director for travel, room, meals and any administrative support required (note: “required” differentiates materially from “incurred” in Websters New World Dictionary).

Article X.

MEETINGS OF THE EXECUTIVE COMMITTEE

Section 10.01 - The Executive Committee shall meet at least once per quarter. Meetings of the Executive Committee shall be as called by the President, but the Executive Committee must meet once per year to recommend an annual budget..

Section 10.02 - Meetings of the Executive Committee shall be presided over by the President, or in his absence, the First Vice-President.

Section 10.03 - Notice of time and place of the Executive Committee meetings shall be given by the President or Secretary by written or verbal notice.

Section 10.04 - Meetings will be conducted under Robert’s Rules of Order except where they are amended by the Board of Directors or they are unlessin conflict with this Club’s Articles of Incorporation, By-Laws, or Law.

Article XI

QUORUM OF THE EXECUTIVE COMMITTEE

Section 11.01 - A quorum of all meetings of the Executive Committee of this Club shall consist of one-half plus one a majority of its the voting members. If there is an even number of members, one-half (1/2) shall constitute a quorum.

Section 11.02 - In the absence of a quorum, any meetings of the Club may be adjourned by a majority vote of the members present, but no other business shall be transacted.

Section 11.03 - The members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment.

Article XII

COMMITTEES

Section 12.01 - The President may from time to time appoint committees and representatives from within the Club membership, with the advice and consent approval of the Executive Committee, in order to transact and expedite the business and/or activities of the Club.

Section 12.02 - Committees and representatives appointed at the discretion of the President shall serve such terms, have such authority and perform such duties as are provided in the ByLaws or as may be described from time to time by the Executive Committee. All terms of office of appointed committees and their members expire at the next Annual Meeting of the Board of Directors and may last no longer than one year.

Section 12.03 - Committee chairpersons shall serve on both the Board of Directors and Executive Committee without voting privilege.

Section 12.04 - Committees may be classified as standing or temporary.

Section 12.05 - Any committee may be designated as active or inactive by the Executive Committee according to the current needs of the Club.

Article XIII

AUDITREVIEW

Section 13.01 - An reviewaudi by the Financial Committee, as specified in Section 9.20 K, of the Board of Directors, as discussed in Section 9.20 F, or by an independent reviewerauditor shall be made of the books of the Club at the end of each year and at any change of the office of Treasurer. The report of the reviewauditor shall be presented at the Annual Meeting of the Board of Directors.

Section 13.02 - The reviewer or review committeeauditor will be appointed by the President or will be proscribed in the Club’s Policy and Procedure Manual.

Section 13.03 - Theaudit report of the Financial Committee of its review is subject to the approval of the Board of Directors at its Annual MRules and Elections meeting.

Article XIV

DISSOLUTION

Section 14.01 - This Club is a non-profit organization and donations shall be considered “charitable contributions.” Charitable Contributions” are further broken into “Restricted” and “Non-Restricted” Categories. Restricted Contributions are given for an express purpose or individual and is not tax deductible. Non-Restricted Contributions are given without condition and are tax deductible..

Section 14.02 - If at any time this Club shall cease to carry out the Purpose herein stated as outlined in the Articles of Incorporation, all of the property of said Club shall inure only to the benefit of a fund, foundation or association organized and operated for charitable purposes.

Article XV

BYLAWS

Section 15.01 - These By-Laws shall become effective immediately on their adoption.

Section 15.02 - Amendments of these By-Laws shall become effective immediately upon their adoption unless the Board of Directors in adopting them, as hereinafter provided, provides that they are to become effective at a later date.

Section 15.03 - An amendment to the By-Laws shall be made at the Annual meeting of the Board of Directors by two-thirds (2/3) vote of the voting members’ or at any time by a unanimous vote of the Board of Directors.

Section 15.04 - Additional provisions to accomplish the objectives of the By-Laws are contained in the Club’s Rules and Regulations, otherwise known as the Club’s Policies and Procedures.

Article XVI

RESOLUTION OF DISPUTES

Section 16.01 - It is the express purpose of this Article to establish a fair and orderly process for the resolution of disputes within San Diego Amateur Hockey Club and to require all members of San Diego Amateur Hockey Club to utilize that process. In the event a controversy or dispute arises regarding the construction, interpretation, or application of the Constitution, By Laws, Rules and Regulations, Policies and Procedures, or decisions of the Board of Directors or Executive Committee of San Diego Amateur Hockey Club, CAHA, or USA Hockey, the dispute shall first be submitted to the San Diego Amateur Hockey Club Executive Committee of this corporation, or its designee for resolution.

Section 16.02 - Appeal

A. Any party disputing the decision of a person or committee established by the Board of Directors or San Diego Amateur Hockey Club may appeal the decision to the Executive Committee of San Diego Amateur Hockey Club or to a committee created by rule for this purpose. The appeal shall be considered by the Executive Committee, or any committee created by rule to handle disputes and resolutions, at a Special Meeting or the next regularly scheduled meeting, whichever is sooner. The Executive Committee or the President may require a fourteen seven (714) day period to review the material prior to any meeting to review the dispute.

B. Any party disputing the decision of the Executive Committee may, after a review by the Executive Committee, appeal the decision to CAHA following the procedures set out in the CAHA By-Laws and Rules and Regulations. CAHA decisions may be appealed to USA Hockey subject to the procedures in the USA Hockey By-Laws and other applicable USA Hockey Rules and Regulations.

Section 16.03 - Sanctions

A. Each individual member, team, shall confine the resolution of disputes with San Diego Amateur Hockey Club to the process described herein. Therefore, any recourse directly to the CAHA or USA Hockey, or the courts of any jurisdiction by any individual member, member team, local association, its agents or representatives before all of the procedures, rights, and remedies described in these By-Laws have been exhausted shall be deemed unethical conduct within the meaning of these By-Laws. Such a violation of these By-Laws and procedures shall subject the individual member, or member team and its agents or representatives to immediate suspension and disqualification.

B. Sanctions imposed under this By-Law shall be modified or removed only by a vote of the Executive Committee of this Club at a Special Meeting or a regularly scheduled meeting of the Executive Committee whichever occurs first.

Section 16.04 - In order to defray some of the costs associated with San Diego Amateur Hockey Club resolving the dispute, the appealing party of the dispute shall forward a bond in the form of a certified check in the amount of one-hundred dollars ($100), made out to San Diego Amateur Hockey Club, along with a written request for resolution. If the decision is in favor of the appealing party, the bond will be returned.

Article XVII

DISCIPLINARY ACTION

Section 17.01 - The San Diego Amateur Hockey Club reserves the right to expel any player or parent for conduct it determines to be opposed to the Purpose , Mission and Philosophy of the San Diego Amateur Hockey Club.

Section 17.02 - Players and parents are expected to exemplify the Code of Conduct as set forth in the USA HOCKEY Annual Guide.. Violations of the above mentioned Codes may result in suspension or expulsion from the San Diego Amateur Hockey Club.

Certificate of Adoption of By-Laws of

The San Diego Amateur Hockey Club, Inc.,

The undersigned, being the Incorporator of this Corporation, hereby adopts the foregoing by-laws as the By-Laws of this Corporation.

Executed at San Diego, California on May 10, 2002. June 30, 2004

Mathew D. McCubbinsTimothy F. Pickett

Co-President

Michael F. McNamara

President

Enclosures

June 30, 2004

Administrators Code of Conduct

1. Follow the rules and regulations of USA Hockey and your association to ensure that the association’s philosophy and objectives are enhanced.

2. Support programs that train and educate players, coaches, parents, officials and volunteers.

3. Promote and publicize your programs; seek out financial support when possible.

4. Communicate with parents by holding parent/player orientation meetings as well as by being available to answer questions and address problems throughout the season.

5. Work to provide programs that encompass fairness to the participants and promote fair play and sportsmanship.

6. Recruit volunteers, including coaches, who demonstrate qualities conducive to being role models to the youth in our sport.

7. Encourage coaches and officials to attend USA Hockey clinics, and persuade your board members of the necessity tour their training sessions. Make every possible attempt to provide everyone, at all skill levels, with a place to play. Read and be familiar with the contents of the USA Hockey Annual Guide and Rub Books. Develop other administrators to advance to positions in your association, perhaps even your own.

Coaches Code of Conduct

1. Winning is a consideration, but not the only one, nor the most important one. Care more about the child than winning the game. Remember, players are involved in hockey for fun and enjoyment.

2. Be a positive role model to your players, display emotional maturity and be able to the physical safety of players. Be generous with your praise when it is deserved; be consistent, honest, be fair and just; do not criticize players publicly; barn to be a more reflective communicator and coach; don’t yell at payers.

3. Adjust to personal needs and plans of players, be a good listener, never verbally or physically abuse a player or official; give all players the opportunity to improve their skills, gain confidence and develop self-esteem; teach them the basics.

4. Organize practices that are fun and challenging for your payers. Familiarize yourself with the rules, techniques and strategies of hockey; encourage all your players to be team players.

5. Maintain an open line of communication with your players’ parents. Explain the goals and objectives of your association.

6. Be concerned with the overall development of your players. Stress good health habits and dean living.

7. To play the game is great, to love the game is greater.

On-Ice Officials Code of Conduct

1. Act in a professional and businesslike manner at all times and take your role seriously.

2. Strive to provide a safe and sportsmanlike environment in which players can properly display their hockey skills.

3. Know all playing rules, their interpretations and their proper application.

4. Remember that officials are ‘teachers.” Set a good example.

5. Make your calls with quiet confidence; never with arrogance.

6. Control games only to the extent that is necessary to provide a positive and safe experience for all participants.

7. Violence must never be tolerated.

8. Be fair and impartial at al times.

9. Answer all reasonable questions and requests.

10. Adopt a “zero tolerance” attitude toward verbal or physical abuse.

11. Never use foul or vulgar language when speaking with a player, coach or parent.

12. Use honesty and integrity when answering questions.

13. Admit your mistakes when you make them.

14. Never openly criticize a coach, player or other official.

15. Keep your emotions under control. Use only USA Hockey approved officiating techniques and policies.

16. Maintain your health through a physical conditioning program.

17. Dedicate yourself to personal improvement and maintenance of officiating skills.

18. Respect your supervisor and his/her critique of your performance.

Parents Code Conduct

1. Do not force your children to participate in sports, but support their desires to play their chosen sport. Children are involved in organized sports hr their enjoyment. Make it fun.

2. Encourage your child to play by the rules. Remember, children learn best by example, so applaud the good plays of both teams.

3. Do not embarrass your child by yelling at players, coaches or officials. By showing a positive attitude toward the game and all of its participants, your child will benefit.

4. Emphasize skill development and practices and how they benefit your young athlete. De-emphasize games and competition in the lower age groups.

5. Know and study the rules d the game, and support the officials on and off the ice. This approach will help in the development and support d the game. Any criticism of the officials only hurts the game.

6. Applaud d a good effort t in victory and in defeat and enforce the positive points d the game. Never yell or physically abuse your child after a game or practice - it is destructive. Work toward removing the physical and verbal abuse in youth sports.

7. Recognize the importance of volunteer coaches. They are important to the development of your child and the sport.

8. Communicate with them and support them.

9. If you enjoy the game, learn all you can about the game, and volunteer.

Players Code of Conduct

1. Play for FUN.

2. Work hard to improve your skills.

3. Be a team player - get along with your teammates.

4. Learn teamwork, sportsmanship and discipline.

5. Be on time for practices and games.

6. Learn the rules and play by them. Always be a good sport.

7. Respect your coach, your teammates, your parents, opponents and officials.

8. Never argue with an official’s decision.

Spectators Code of Conduct

1. Display good sportsmanship. Always respect players, coaches and officials.

2. Act appropriately; do not taunt or disturb other fans; enjoy the game together.

3. Cheer good plays of all participants; avid booing opponents.

4. Cheer in a positive manner and encourage fair play; profanity and objectionable cheers or gestures are offensive.

5. Help provide a safe and fun environment; throwing any items on the ice surface can cause injury to players and officials.

6. Do not lean over or pound on the glass; the glass surrounding the ice surface is part of the playing area.

7. Support the referees and coaches by trusting their judgment and integrity.

8. Be responsible for your own safety - be alert to prevent accidents from flying pucks and other avoidable situations.

9. Respect locker rooms as private areas for players, coaches and officials.

10. Be supportive after the game ...win or lose ... recognize good effort, teamwork and sportsmanship.

USA Hockey Athlete Bill of Rights

1. Due Process - What is it?

a) If you are suspended, fined or expelled from hockey, you would want:

b) Notice, preferably in writing, of the specific offenses with which you are charged;

c) An opportunity to defend yourself and a reasonable time within which you are charged;

d) The right to have counsel represent you if you wish;

e) A hearing before a disinterested, objective body at a specific time under such circumstances as to give you full opportunity to present your defense; and

f) Notice of how to appeal the decision if it is against you.

2. When and where can you be suspended?

a) At a game;

b) At a tournament; local, regional or national;

c) After a game;

d) At an off season sanctioned event upon discovery of a violation;

e) For violations of player registration or team registration rules either USA Ho key or local or league rules upon discovery of the violation;

f) For violations of tournament rules, local, invitational, regional or national upon discovery of the violation;

3. Who can suspend you?

a) A referee;

b) A tournament discipline or grievance committee;

c) A league, local association or USA Hockey Council that has jurisdiction over your hockey program;

d) Affiliate or State Associations;

e) USA Hockey Executive Committee

f) USA Hockey Board of Directors

4. Who can be suspended, fined or expelled?

a) Players;

b) Coaches;

c) Administrators;

d) Referees:

e) Game officials;

f) Hockey associations, local, state or affiliate;

g) Registered teams;

h) Allied members

5. What can cause you to be suspended?

a) Violations of playing rules:

i) Game Misconduct 404(d)

ii) Gross Misconduct 404(f)

iii) Match Penalty 405(c)

iv) Supplementary Discipline 410(a)

v) Assault of Officials 601(g) 1, or 601(j) 1; Suspensions resulting from violation of the above rules are not considered a “Local Suspension” for hearings provided in USA Hockey By-Laws. These rules are needed to properly supervise hockey games by the referees and other game officials; and are an exception to the Sports Act and the Constitution and By-Laws of the United States Olympic Committee.

vi) Other playing rules -- Local or Regional;

b) Other Rule/Regulation violations:

i) Violations of registration rules - local, district, affiliate, USA Hockey;

ii) Violations of player transfer rules;

iii) Violations of Special Sanction events; e.g. summer tournaments;

iv) Conduct unbecoming of the sport of ice hockey

6. What is a hearing?

a) A meeting demanded by the suspended person, or required by the rules of either USA Hockey or a local organization, where the person or persons who have charged another with a violation of a rule or regulation must prove the rule violation which has caused or required the suspension.

b) A hearing is convened by a panel of at least 3 people (always an odd number) who will listen to the evidence presented by the party supporting the suspension, who has the burden of proving the violation. The violation must be proved by a preponderance of the evidence presented -- (more likely true than not true).

c) The person charged may present evidence on his/her behalf, and may be represented by counsel;

d) Any relevant evidence to the incident may be submitted. The Rules of Evidence that apply to judicial proceeding shall not apply to the hearing;

e) The hearing body upon demand before the hearing, shall record the full hearing, except its deliberations. It shall prepare written findings of what it determines happened and its decision within 5 business days from the date of the hearing. It shall then deliver its decision promptly thereafter to any person suspended and the suspending authority;

f) The hearing body may limit the time each side has to present its case, provided each side has equal time allotted to it.

7. Appeals

a) Any person suspended may, after a hearing and decision, appeal an order or suspension to the appropriate appeal authority;

b) Playing rule suspensions or suspensions of by-laws or rules of local, league or district organizations shall be appealed to the Board of Directors of the State Association or, where no State organization, to the Affiliate Association Board of Directors; or the designated committee of such Board of Directors.

c) A referee suspension, if appealed, shall be to a committee of the District Referee-in-Chief, the Affiliate Association President, or his/her designee, and a person selected by those two;

d) Regional or National Tournament rules or special jurisdictional hockey association rules shall be to the USA Hockey Council that has jurisdiction over the program;

e) The appealing person, organization must notify the suspending authority of the appeal within 10 days from the receipt of the decision, otherwise the suspension shall be final.

f) The written statement of why the suspension should be overruled, or reversed, shall be delivered to the appropriate appeal authority within 30 days of the decision appealed from.

g) Any suspension shall be in force and in effect until it expires or the appeal authority modifies it;

h) The appeal authority may have a hearing, at its option, or consider the appeal on the written submissions of the parties to the appeal. The decision of the appeal authority shall be of the full body;

i) The appeal authority must decide the appeal within 10 days from the submission to it.

j) The appeal authority may affirm reverses or modify any suspension as it deems proper under the circumstances before it.

k) Except for suspensions of Affiliate Associations, or expulsions of any person or organization from USA Hockey, there are no further appeals.

Zero Tolerance Policy

1. In an effort to make ice hockey a more desirable and rewarding experience for all participants, the USA Hockey Youth, Junior and Senior Councils have instructed the Officiating Program to adhere to certain points of emphasis relating to sportsmanship. This campaign is designed to require all players, coaches, officials, team officials and administrators to maintain a sportsmanlike and educational atmosphere before, during and after all USA Hockey-sanctioned games. Thus, the following points of emphasis must be implemented by all On-Ice Referees and Linesmen:

2. PLAYERS

a) A minor penalty for unsportsmanlike conduct (Zero Tolerance) shall be assessed whenever a player.

i) Openly disputes or argues any decision by an official.

ii) Uses obscene or vulgar language at any time, including any swearing, even if it is not directed at a particular person.

iii) Visually demonstrates any sign of dissatisfaction with an official’s decision.

iv) Any time that a player persists in any of these actions, they shall be assessed a misconduct penalty. A game misconduct shall result if the player continues such action.

3. COACHES: A minor penalty for unsportsmanlike conduct (Zero Tolerance) shall be assessed whenever a coach:

a) Openly disputes or argues any decision by an official.

b) Uses obscene or vulgar language in a boisterous manner to anyone at any time.

c) Visually displays any sign of dissatisfaction with an official’s decision including standing on the boards or standing in the bench doorway with the intent of inciting the officials, players or spectators. Any time that a coach persists in any of these actions, they shall be assessed a game misconduct penalty.

4. OFFICIALS: Officials are required to conduct themselves in a businesslike, sportsmanlike, impartial and constructive manner at all times. The actions of an official must be above reproach. Actions such as “baiting” or inciting players or coaches are strictly prohibited. On-ice officials are ambassadors of the game and must always conduct themselves with this responsibility in mind.

Sexual Abuse Policy

1. It is the policy of USA Hockey that there shall be no sexual abuse of any minor participant involved in any of its sanctioned programs, its Training Camps, Hockey Clinics, Coaches Clinics, Referee Clinics, Regional and National Tournaments or other USA Hockey events by an employee, volunteer, or independent contractor. Sexual abuse of a minor participant occurs when an employee, volunteer or independent contractor touches a minor participant for the purpose of causing the sexual arousal or gratification of either the minor participant or the employee, volunteer or independent contractor. Sexual abuse of a minor participant also occurs when a minor player touches an employee, volunteer or independent contractor for the sexual arousal or sexual gratification of either the minor participant or the employee, volunteer or independent contractor, if the touching occurs at the request or with the consent of the employee, volunteer or independent contractor.

2. Neither consent of the player to the sexual contact, mistake as to the participant’s age, nor the fact that the sexual contact did not take place at a hockey function are defenses to a complaint of sexual abuse.

3. Upon proof of violation of this policy, the violator will be permanently banned or suspended from USA Hockey sanctioned programs and/or the programs of its Affiliate Associations.

Screening Policy

1. It is the policy of USA Hockey that it will not authorize or sanction in its programs that it directly controls any volunteer or employee who has routine access to children (anyone under the age of majority) who refuses to consent to be screened by USA Hockey therefore he/she is allowed to have routine access to children in USA Hockey’s programs. Further, it is the policy of USA Hockey that it will require its affiliates to adopt this price as a condition d its affiliation with USA Hockey.

2. A person may be disqualified and prohibited from serving as an employee or volunteer d USA Hockey if the person has:

a) been convicted (including crimes the record of which has been expunged and pleaded “no contest”) of a crime of child abuse, sexual abuse of a minor, physical abuse, causing a child’s death, neglect of a child, murder, manslaughter, felony assault, any assault against a minor, kidnapping, arson, criminal sexual conduct, prostitution related crimes or controlled substance crimes;

b) Being adjudged liable for civil penalties or damages involving sexual or physical abuse of children;

c) Being subject to any court order involving any sexual abuse or physical abuse d a minor, including but not limited to domestic order or protection;

d) Had their parental rights terminated;

e) A history with another organization (volunteer, employment, etc.) of complaints of sexual or physical abuse of minors;

f) Resigned, been terminated or been asked to resign a position, whether paid or unpaid, due to complaint(s) of sexual or physical abuse of minors; or

g) Has a history of other behavior that indicates they may be a danger to children in USA Hockey.

Physical Abuse Policy

1. It is the policy d USA Hockey that there shall be no physical abuse of any participant involved in any of its sanctioned programs, its Training Camps, Hockey Clinics, Coaches Clinics, Referee Clinics, Regional and National Tournaments or other USA Hockey events by any employee, volunteer or independent contractor. Physical abuse means physical contact with a participant that intentionally causes the participant to sustain bodily harm or personal injury.

2. Physical abuse also includes physical contact with a participant that intentionally creates a threat of immediate bodily harm or personal injury. Physical abuse does not injure physical contact that is reasonably designed to coach, teach or demonstrate a hockey skill. Permitted physical conduct may include, but is not necessarily limited to, shooting pucks at a goaltender, dernonstrating checking and other hockey skills, and communicating with or directing participants, during the course of a game or practice, by touching them in a non-threatening, non-sexual manner.