Empire West AHL Information > By Laws of the Corporation
Preamble to the By Laws
It is essential that every person representing a member of the League must be fully aware of each and every article and section of the Certificate of Incorporation, the By Laws and administrative Rules and Regulations.
Each article of the Certificate of Incorporation, League By Law, Rule and Regulation has a specific intent. Limitations in the usage of the English language often will permit a person who chooses to try and misinterpret the intent to do so because of the phrase and sentence. Any attempt to circumvent the intent, as it is perceived by the majority of the Board of Directors or the Executive Committee of the Board, will be considered a violation of the Certificate of Incorporation, By Laws or Rules and Regulations and will be treated as such.
Every representative of a member team is responsible for reporting infractions of the Certificate of Incorporation, League By Laws or Rules and Regulations, to the President. After investigation, to ensure violations do not occur with impunity, the President will take whatever action is deemed to be appropriate.
This organization is and shall be known as the Empire West Amateur Hockey League, Inc. and is a duly constituted corporation as evidenced by the filing of a Certificate of Incorporation pursuant to the provisions of Section 402 of the Not-for-Profit Corporation Law in New York.
The purpose of the Corporation shall be to further the objective of minor amateur hockey as defined and identified in paragraph 3 of the Certificate of Incorporation.
Article III - Founding Associations
- 1. The founding associations of the Corporation are as follows: Amherst Hockey Association, Buffalo Regals Hockey Association, Rochester Youth Hockey League, Inc., West Seneca Hockey Association and the Wheatfield Blades Hockey Association.
- 2. All associations are presently classified as “A” associations according to the rules, regulations, and guidelines of the New York affiliate of USA Hockey.
Article V - Board of Directors
- In the event that an application for membership in the Corporation is received by any other hockey association, whether such association is presently classified by the New York affiliate of USA Hockey as an “A”, “B”, or “C” association, such application shall be directed in writing to the President of the Association for consideration by the Board of Directors.
- Admission of any such association may be conditioned upon acceptance of its status as an “A”, “B”, or “C” association, depending upon such criteria as are established by the Board of Directors as in the best interest of the Corporation, and in furtherance of the purposes for which it is formed.
- Admission of any such applicant shall only be after full consideration by the Board of Directors. A two-thirds favorable vote by the membership of the Board of Directors is required for admission.
- The Board of Directors shall determine any qualifying terms and conditions for membership in the Corporation at the time when admission for membership is voted upon.
- The Board of Directors shall decide the number of “A”, “B”, or “C” classified associations.
- Membership in the Corporation is not transferable to any successor organization, association or entity, and membership herein may not be acquired by succeeding to the interest of a defunct organization, association or entity, or by mere change of name, absent the concurrence by vote of two-thirds of the Board of Directors.
- There shall be no restriction upon the right of any member of the Corporation to resign or terminate its membership, and upon such resignation or voluntary termination, such member may share in its proportionate share of distributive assets as provided for in Section 516 C of the Not-for-Profit Corporation Law, if the Corporation is dissolved within five (5) years of its incorporation. Otherwise, there shall be no right to participate in such distributive assets.
- Membership in the League shall be subject to expulsion, suspension or other sanction by the Executive Committee in the event of failure to comply with any of the By-Laws, Rules and Regulations or decisions of the Board of Directors. Any such expelled, suspended or sanctioned association shall have the right to appeal such decision to the Board of Directors of the League at its next regularly scheduled meeting.
- A Board of Directors that shall consist of two (2) representatives from each member association in full standing will conduct the business of the Corporation.
- One representative from each association shall be a member of the Executive Committee of the Board of Directors and hold an elective office.
- Elective offices of the Corporation shall be President, Executive Vice President, Vice President Tier I, Vice President Tier II, Vice President House League, Treasurer and one (1) or more Executive Members at Large, and one such officer shall be designated representative from each association member in full standing of the Corporation. It is the intention of this Corporation to provide for the equality of representation of all associations on the Executive Committee and the Board of Directors.
- No person can be elected/appointed President unless that person has served as a member of the Board of Directors for a period of no less than two (2) full seasons. The position of President shall be for a period of two (2) years, but not limited to one (1) term.
- The Elective Officers of the Corporation shall constitute the Executive Committee, and meetings of such committee shall be called as determined by the President upon proper notice as required herein.
- In addition to the members of the Executive Committee, each of whom is an Elected Officer in the Corporation, there shall be a representative of each member association in full standing on the Board of Directors. All associations in full standing are eligible to have a total of two (2) votes, with the Office of the President being a non-voting position unless in the case of a tie vote and the President shall be allowed to vote in order to break the tie. In all cases, only one vote can be cast per member in attendance.
- All Member Associations shall, in addition to their two (2) regular Board Members, appoint NOT more than two (2) alternates to serve in the absence of their representatives.
- Additional thereto, there shall be a Secretary, Statistician, Director of Discipline, Coach-in-Chief, and Legal Counsel all of which are non-voting offices. The Executive Committee appoints such positions for such terms as the Executive Committee shall establish. The position of Past President will run concurrent with the term of the President. The previous President will occupy this position in an advisory capacity only, with no voting rights.
- The Board of Directors shall have the authority to establish an Advisory Board of Non-Voting Directors (“Advisory Board”) to assist and advise the Board or the Executive Committee from time to time with respect to the goals and operations of this Corporation. The Advisory Board shall consist of such individuals appointed by the Board who need not be affiliated with any Association. Except for voting, the Advisory Board shall have such rights, privileges and licenses as shall from time to time be determined by the Board.
Article VI - Duties of Officers
- President - The President shall preside at all meetings of the Executive Committee and Board of Directors and shall represent the Corporation and League in all activities relating to the purposes for which the Corporation has been formed, together with any such other members of the Executive Committee as he may designate. The President shall also select all Committee Chairmen to serve at his pleasure.
- Executive Vice-President - The Executive Vice-President shall serve in the capacity of the President whenever the President cannot act or is otherwise absent, and shall assist the President in his duties whenever necessary. The Executive Vice-President shall serve on the Rules Committee to review the By-Laws and Playing Rules when necessary.
- Vice President Tier I - The Vice-President of Tier I shall have responsibility for the conduct of all activities of the Tier I organized League play on behalf of the Corporation.
- Vice President Tier II - The Vice-President of Tier II shall have responsibility for the conduct of all activities of the Tier II organized League play on behalf of the Corporation.
- Vice President Administration - The Vice-President of Administration shall have responsibility for maintaining the League Guidebook and Directory, including incorporation of rule changes as approved by the Board of Directors.
- Treasurer - The Treasurer shall be responsible for all financial and fiscal affairs of the Corporation as may be required to effectuate the intent of the Corporation. The Treasurer shall present the fiscal year end Financial Statements to the Board of Directors at its July meeting and make available for review by the Board of Directors the books and records of the Corporation.
- Director of Public Relations – The Director of Public relations shall have responsibility for interfacing with the media, both print and electronic, for the advancement of the League’s reputation and accomplishments.
- Director of Tournaments and Special Events – The Director of Tournaments and Special Events shall have responsibility for developing and coordinating all League endorsed tournaments, showcases and camps.
- The Board of Directors shall prescribe such other and further duties of the officers of the Corporation from time to time as are necessary to carry out its purposes.
- All such elective offices shall be for a period of one year, unless changed by a two-thirds vote of the membership of the Board of Directors.
- Present officers of the Corporation may run for re-election to the same or another elective office.
- Meetings of the Board of Directors shall take place monthly at least from September through April inclusive, and such other times as may be determined by the Executive Committee from May through August of each year.
- A quorum for the conduct of business by the Board of Directors and Executive Committee shall consist of a simple majority of such representatives present at the meeting.
- Additional meetings of the Board of Directors may be called by the President upon at least five (5) days notice to all members of the date, time, place and purpose for which such additional meeting is called. Regular monthly meetings shall be determined at the end of each such meeting, and seven days notice is required to change the date of such meeting previously determined.
- Minutes of such meeting shall be sent to all members of the Board of Directors at least seven days prior to the next regularly scheduled meeting thereof.
- Executive Committee Elections - Unless otherwise agreed upon by two-thirds of the membership of the Board of Directors, the annual nominations, and elections of the officers comprising the Executive Committee of the Board of Directors shall be at its June meeting each year, and nominations by the Executive Committee at or before the previous month’s meeting.
The executive Committee shall nominate a candidate or candidates for each elective office during the annual meeting before the election, and in order for any additional candidates to be considered by the Board of Directors as a whole, two-thirds vote of the Board must approve such additional individual as a candidate for election.
- Unless 24 hour notice is given, any Association not in attendance shall be fined fifty dollars ($50.00).
- Unless otherwise stated herein, voting upon all matters for consideration by the Executive Committee or the Board of Directors of the Corporation shall be by majority vote.
- On any vote that requires the vote of two-thirds of the membership of the Corporation for approval, that vote requires two-thirds of the entire voting membership of the Board of Directors, regardless of whether or not all members are actually present.
- No member of the Board of Directors may vote by proxy at any meeting of the Board or Executive Committee.
- Any association absent, or which does not notify the President at least six (6) hours prior, that it will not be present for a board meeting will automatically forfeit their vote(s) on any new, or old business for that meeting. Further, by forfeiting their vote(s), the number of members present necessary for a quorum will be reduced commensurately by the numbers of members absent. No new, or old business that is not on the agenda that has a direct impact on an association that is not present at a board meeting may be conducted.
The fiscal year of the Corporation shall be from July 1 to June 30 of each year.
Article X - General Powers and Provisions
- The Board of Directors of the Corporation shall have full power and authority to adopt necessary rules and regulations which in their judgment effectuate the purposes and intent of the Corporation, provided only that such rules and regulations are not contrary to the Certificate of Incorporation and By-Laws of this Corporation, NYSAHA or of USA Hockey.
- 3.2. Roberts Rules of Order shall govern all proceedings of all meetings except where same conflicts with the By-Laws of the Corporation.
Adopted: July 6, 1999These By-Laws or any section thereof may be amended or repealed by a two-thirds vote of the paid-up membership in full standing at any duly constituted meeting provided that a copy of the proposed change(s) over the signature of the President shall be mailed to each member of the Board of Directors at least ten days prior to the meeting at which such proposed change(s) shall be submitted to vote.