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YORK HOCKEY CLUB BYLAWS | Print |

YORK HOCKEY CLUB BYLAWS

YORK HOCKEY CLUB
BYLAWS REVISED FEBRUARY 2009
ARTICLE I NAME AND OFFICES

SECTION 1. The name of the corporation shall be York Hockey Club, (hereinafter referred to as \"YHC\"). The corporation shall continuously maintain a registered office and a registered agent in the State of Illinois. The registered office, may be, but need not be, identical with the principal office of the corporation which shall also be maintained in the State of Illinois.

ARTICLE II PURPOSES

SECTION 1. To provide and conduct ice hockey programs for full time students attending York High School in Unit District 205.

SECTION 2. To promote, train, teach and develop the sport of organized ice hockey; to develop the physical, mental, emotional and social well being of participants including development of the personal character traits of self-esteem self-discipline, perseverance and sportsmanship.

SECTION 3. To provide for JUNIOR VARSITY ice hockey team(s). Its primary purpose is the development of skills and teaching of theory to each junior varsity player with the intention of preparing that player for tryouts to the VARSITY team at a future date. Its secondary purpose is to win games.

SECTION 4. To provide for a VARSITY ice hockey team made up of the highest skilled players. Its primary purpose is to win games. Its secondary purpose is to further develop the skills of each varsity player to their maximum potential.

SECTION 5. To maintain ongoing affiliations with regional, state, national or other commonly recognized sanctioning organizations to improve and promote the sport of ice hockey at the high school level. YHC affiliations will include, Metro West Hockey League, Amateur Hockey Association Illinois, Inc. and USA Hockey but may be changed from time to time by the Board of Directors.

SECTION 6. To do any and all acts necessary or desirable in the furtherance of the foregoing purposes.

ARTICLE III MEMBERS

SECTION 1. MEMBERSHIP The members of YHC shall be comprised of the parent(s) or legal guardian(s) of each qualified high school ice hockey player. The parents of one or more players shall be jointly deemed one member. The club definition of a qualified high school ice hockey player is; restricted to amateurs who are students of York Community High School in Elmhurst Community Unit School District 205, (grades 9-12), and are under the age of 20 on December 31st of the Playing Season, not to exceed eight (8) consecutive semesters starting with their freshman year, who are enrolled and attending the school.

SECTION 2. VOTING RIGHTS Each member is entitled to one vote upon each matter submitted to vote at a meeting of the members if said member is in good standing with the YHC.

SECTION 3. MEMBER STANDING A member in good standing is one that has signed a member contract or similar agreement on behalf of their player(s) prior to the start of the regular season of the Metro West  Hockey League or other sanctioning organization which YHC may be participating in at the time and one who has all fees, dues, and/or special assessments currently paid according to the financial payment schedule of the YHC member contract or other such payment schedule approved by the Board of Directors from time to time and is not under suspension or termination pending review.

SECTION 4. INFORMAL ACTION BY MEMBERS Any action required to be taken at a meeting of the members of YHC or any other action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed either (a) by all the members entitled to vote with respect to the subject matter thereof, or (b) by the members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members entitled to vote thereon were present and voting. If such consent is signed by less than all of the members entitled to vote, then such consent shall become effective only: (1) if, at least five (5) days prior to the effective date of such consent, a notice in writing of the proposed action is delivered to all of the members entitled to vote with respect to the subject matter thereof, and (2) if, after the effective date of such consent, prompt notice in writing of the taking of the corporate action without a meeting is delivered to those members entitled to vote who have not consented in writing.

SECTION 5. REMOVAL, SUSPENSION, OR CENSURE The Board of Directors, by majority vote of the Directors present at any regularly constituted meeting, may censure, suspend or expel any member and/or their player(s) for any conduct which they deem improper or prejudicial to the interests of the YHC or deemed injurious to the character, interest, morals, or standing of the YHC or who shall violate the bylaws or established rules of YHC. - Before the Board may vote on the expulsion of any member or their player(s) they must provide notice in writing to such member at least seven (7) days prior to such action. The notice shall identify the place and time of such regularly constituted meeting together with stipulation of the charges. The notice shall be considered by depositing in the United States Post Office as registered mail (return receipt not required) directed to the member\'s last known address. At such meeting, the member shall have the right to be present in person and to present their defenses.

SECTION 6. REINSTATEMENT Any member or their player(s) who have been suspended or expelled may appeal the decision of the Board of Directors at any regularly constituted meeting of the members. The member may also cause the President or the Board of Directors to call a Special Meeting of the members by written request delivered to the President or the Board of Directors. The President or Board of Directors shall cause said Special Meeting of the members to be held not more than thirty (30) days after the suspended or expelled member has so requested. An affirmative vote of a majority of the members present shall be required to reverse the decision of the Board of Directors and to reinstate said member.

SECTION 7. TRANSFER OF MEMBERSHIP Membership in this corporation is not transferable or assignable.

SECTION 8. MEMBERSHIP CERTIFICATES No membership certificates of the corporation shall be required.

ARTICLE IV MEETINGS OF MEMBERS

SECTION 1. ANNUAL MEETING The Annual Meeting of the members shall be held each year in the month of February for the purpose of electing the Directors and for the transaction of such other business as may come before the meeting.

SECTION 2. SPECIAL MEETINGS Special meetings of the members may be called by the President, or a majority of the Board of Directors, or not less than one- third (1/3) of the members having voting rights.

SECTION 3. PLACE OF MEETING The President or the Board of Directors may designate any place as the place of meeting for any annual or special meeting. If no designation is made the place of meeting shall be the \"home\" ice arena of YHC.

SECTION 4. NOTICE OF MEETINGS Written notice stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than three (3) nor more than thirty (30) days before the date of the meeting to each member entitled to vote at such meeting. If mailed, such notice shall be deemed delivered when deposited in the United States mail, addressed to the member at his or hers address as it appears on the records of YHC with postage thereon prepaid. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.

SECTION 5. QUORUM Twenty (20) percent of the members eligible to vote shall constitute a quorum at any meeting of the members, provided, that if less than twenty (20) percent of the voting members are represented at said meeting, a majority of the members so represented may adjourn the meeting at any time without further notice. If a quorum is present, the affirmative vote of the majority of the voting members represented at the meeting shall be the act of the members, unless the vote of a greater number is required by the Not For Profit Corporation Act, the articles of incorporation or these bylaws. Withdrawal of members from any meeting shall not cause failure of a duly constituted quorum at that meeting.

SECTION 6. PROXIES No proxy voting.

SECTION 7. VOTING Voting on any question or in any election may be by voice or ballot unless otherwise required by these bylaws or the chairperson of the meeting shall order that voting be by ballot. All votes shall be a matter of public record.

SECTION 8. VOTING DISPUTES At any meeting \' of the members, any question or dispute pertaining to the validity or result of any vote shall be submitted to the incumbent Board of Directors for a determination and the decision of the majority of the Board present, provided a quorum of the Board is present, shall be binding on all parties.

ARTICLE V ELECTIONS OF DIRECTORS

SECTION 1. NOMINATIONS See Article VIII, Section 3, Nominating Committee.

SECTION 2. BALLOT The Secretary of YHC shall publish an election ballot containing (a) the slate of candidates submitted by the Nominating Committee and the Board of Directors as described in Article VIII, Section 3, and (b) any names of candidates submitted by members as described in Article VIII, Section 3. and (c) five (5) blank lines under Directors for the purpose of write-in candidate names, and (d) one blank line at the bottom of the ballot for the skater name of the voting member for validation.

SECTION 3. MAILING One ballot for each qualified high school ice hockey player as defined in ARTICLE 111, Section 1, of these bylaws is to be mailed to the address of each member in good standing as defined in ARTICLE 111, Section 3, of these bylaws via United States Post Office First Class mail with postage thereon prepaid. All ballots must be mailed to the members no later than seven (7) days prior to the Annual Meeting.

SECTION 4. INSTRUCTIONS, VOTING AND VALIDATION Voting instructions for electing Directors and instructions indicating where to deliver or mail the ballot and the date the ballot must be received back are to be clearly written on the face of the ballot. Ballots may be mailed, delivered, or turned in at the Annual Meeting to the Secretary prior to the time the ballots are counted. Any ballots received by the Secretary by mail, delivery or otherwise after the ballots are counted at the Annual Meeting are invalid. A properly voted ballot shall contain a (x) or other mark next to the candidate names for Director. Each ballot must also have the name of the qualified high school ice hockey player as defined in Article III, Section 1, written on the bottom of the ballot for validation.

ARTICLE VI BOARD OF DIRECTORS

SECTION 1. GENERAL POWERS The affairs of YHC shall be managed by or under the direction of the Board of Directors.

SECTION 2. SPECIFIC POWERS The Board of Directors shall determine what is in the best interest of YHC and shall have the authority to develop, implement and enforce rules, policies, procedures, incentives and penalties that advance those interests. Furthermore, the Board of Directors shall have the authority to name, at its discretion, one or more President Emirate or Director Emirate in recognition of outstanding service to this Association. Emirates shall be non-voting members of this Board of Directors and eligible for all committee appointments by the President.

SECTION 3. NUMBER, TENURE, AND QUALIFICATIONS The number of Directors of YHC shall be seven (7) as elected by the members. Candidates for Director positions may be nominated and elected to the Board of Directors subject to the following: All nominees for the Director positions must be qualified members in good standing with the YHC as defined in ARTICLE III, Section 3 of these bylaws at the time of election at the Annual Meeting, and, further, all nominees shall be a parent or legal guardian of a qualified York High School ice hockey player as defined in Article III, section one, and all nominees shall have, at the time of nomination, a participating YHC player that has a minimum of two full consecutive years of York High School ice hockey eligibility concurrent with the nominee's anticipated two year Director's term of service. The Directors shall hold office for up to two years. Their term shall begin on the first day of April each year and end on the last day of March two years later unless said director's term is limited to a shorter duration by other restrictions as set forth herein. The terms of the Board of Directors will be staggered with (3 or 4) new directors elected each year for two(2) years. If there are no nominees that fulfill all the requirements listed herein, the YHC Board reserves the right to, on an as needed basis, to allow exceptions to the nomination qualifications, only if required and only as needed for the best interests of the YHC. 

     
SECTION 4. REGULAR MEETINGS Regular meetings of the Board of Directors shall be held without other notice than these bylaws at least once per month in March, April, May, June, July, August and September. The President or a majority of the Board of Directors may provide, by resolution, for the holding of additional regular meetings without other notice than such resolution. The President or a majority of the Board of Directors will provide, by resolution, the time and place, for the holding of regular meetings without other notice than such resolution.

SECTION 5. SPECIAL MEETINGS Special meetings of the Board of Directors may be called by the President or a majority of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix the time and place for holding any special meeting of the Board of Directors called by them. SECTION 6. NOTICE OF SPECIAL MEETINGS Notice of any special meeting shall be given at least seven days prior thereto by written notice by personal delivery or mail to each director at his or her address as shown by the records of the corporation. Notice of any special meeting may be waived in writing signed by the person or persons entitled to the notice either before or after the time of the meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless otherwise specifically required by law or by these Bylaws.

SECTION 7. QUORUM A minimum of three (3) Directors constitutes a quorum for the transaction of business at any meeting of the Board of Directors, provided that if less than three (3) Directors as stated above are present at said meeting, a majority of the Directors present may adjourn the meeting to another time without further notice.

SECTION 8. MANNER OF ACTING The act of the Directors and/or President present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by statue, these By-laws, or the Articles of Incorporation. No Director may act by proxy on any matter.

SECTION 9. VOTING Voting by the Board of Directors shall be via voice. Each Director shall have one vote. In the event of a tie, the President shall cast one vote to break the tie.

SECTION 10. VACANCIES Any vacancy occurring in the Board of Directors shall be filled by appointment of the President and approved by majority vote of the Board of Directors unless the Articles of Incorporation, a statue, or these bylaws provide that a vacancy shall be filled in some other manner, in which case such, provision shall control. A Director appointed or elected to fill a vacancy shall fill the remainder of the term of his or her predecessor in office.

SECTION 11. RESIGNATION OR REMOVAL A Director may resign at any time upon written notice to the Board of Directors. Any Director elected or appointed may be removed with or without cause, by a majority vote of the Board of Directors or by state statute, whenever in its judgment the best interests of YHC would be served thereby. Any Director who resigns from the board will not be allowed back on the board for two (2) years from the date of his or her resignation.

SECTION 12. INFORMAL ACTION BY DIRECTORS The authority of the Board of Directors may be exercised without a meeting if a consent in writing, setting forth the action taken, is signed by all of the Directors entitled to vote.

SECTION 13. COMPENSATION Directors shall not receive any remuneration for their services as Directors; however’ the Board of Directors, by the affirmative vote of the majority of the Directors then in office and irrespective of any personal interest of any of its members, may authorize reimbursement for reasonable expenses incurred in connection with YHC business.

ARTICLE VII OFFICERS

SECTION 1. OFFICERS The officers of YHC shall be a President, Vice President, Treasurer, and Secretary and such other officers as may be appointed by the Board of Directors. Officers whose authority and duties are not prescribed in these bylaws shall have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two offices may be held by the same person.

SECTION 2. ELECTION AND TERM OF OFFICE All officers shall be elected by the Board of Directors at the first meeting of the Board after the Annual Meeting or as soon thereafter as conveniently may be accomplished. Vacancies may be filled or new offices filled at any meeting of the Board of Directors. Their term shall begin on the first day of April in each year and end on the last day of March in each year. Any Officer who is not also a duly elected or appointed Director shall also be a non-voting member of the Board of Directors and eligible for all committee appointments by the President. Election of an officer shall not of itself create contract rights.

SECTION 3. REMOVAL Any officer elected or appointed by the Board of Directors may be removed by majority vote of the Board of Directors.

SECTION 4. PRESIDENT The President shall be the principal executive officer of YHC. Subject to the direction and control of the Board of Directors, he or she shall be in charge of the business and affairs of YHC; he or she shall see that the resolutions and directives of the Board of Directors are carried into effect except in those instances in which that responsibility is assigned to some other person by the Board of Directors; and, in general shall discharge all the duties incident to the office of President and such other duties as may be prescribed by the Board of Directors. He or she shall preside at all meetings of the members and of the Board of Directors. He or she shall serve as exofficio member on all committees. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of YHC or a different mode of execution is expressly prescribed by the Board of Directors or these bylaws, he or she may execute in conjunction with the Secretary or other proper officer of YHC thereunto authorized by the Board of Directors, any contracts, deeds, mortgages, bonds or other instruments which the Board of Directors has authorized to be executed. The President or his appointee(s) shall appear and represent YHC at all affiliated sanctioning organizations described in Article 11, Section 5, and shall be authorized to vote at all sanctioning organization meetings on behalf of the YHC.

SECTION 5. VICE PRESIDENT The Vice President shall assist the president in the discharge of his or her duties as the President may direct and shall perform such other duties as from time to time may be assigned to him or her by the President or the Board of Directors. In the absence of the President or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

SECTION 6. TREASURER The treasurer shall be the principal accounting and financial officer of the corporation he or she shall: (a) have charge and custody of and be responsible for funds and securities of YHC; receive monies and provide for amounts due and payable to YHC from any source whatsoever; deposit all such monies in the name of YHC in such banks, trust companies and other insured depositories as shall be selected in accordance with these bylaws; have charge of and be responsible for the disbursement of all funds; and (b) have charge of and be responsible for the maintenance of adequate books of account for YHC, prepare a current financial statement at the request of the Finance Committee or Board of Directors; and (c) perform all the duties incident to the Office of the Treasurer and such other duties as from time to time may be assigned to him by the President or the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

SECTION 7. SECRETARY The Secretary shall: (a) keep the minutes of the members and Board of Directors meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be the custodian of the corporate records and of the seal of the corporation; (d) keep a register of the post office address of each member; (e) be responsible for the registration of teams, players, coaches, and managers as directed by these bylaws and all affiliated sanctioning organizations or ether association, league, or tournament that YHC may be participating in from time to time; (f) perform all duties incident to the Office of the Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board of Directors.

ARTICLE VIII COMMITTEES AND ADVISORY BOARDS

SECTION 1. COMMITTEES The President or the Board of Directors by resolution adopted by a majority of the Directors, may designate Committees each of which will consist of one or more Directors and such other persons as appointed by the President or Board of Directors. The Committees, to the extent provided in said resolution and not restricted by law, shall have and exercise the authority of the Board of Directors as provided in the resolution.

SECTION 2. ADVISORY BOARDS The President or the Board of Directors by resolution adopted by a majority of the Directors may designate Advisory Boards, each of which will consist of two or more persons, provided that a majority of each Advisory Board\'s membership are also members of YHC. Advisory Board\'s may not act on behalf of the corporation or bind it to any actions but will make recommendations to the Board of Directors or to the Officers of YHC.

SECTION 3. NOMINATING COMMITTEE The President shall appoint to the Nominating Committee two (2) or more Directors and such other members, provided that a majority of the Nominating Committee\'s membership are Directors. The Nominating Committee shall present a slate of candidates for election to the Board of Directors. If any member desires to submit names of candidates for election to the Board of Directors in addition to those presented by the Nominating Committee, said member must do so in writing to the Board of Directors at least ten (10) days prior to the Annual Meeting. All nominations must be submitted by the Board of Directors to the Secretary and ready for publishing at least ten (10) days before the Annual Meeting. Nominations will be accepted from the floor during the Annual Meeting, only in the event that a full slate of directors has not been nominated.

SECTION 4. FINANCE ADVISORY BOARD The President shall appoint to the Finance Advisory Board two (2) or more persons, provided that a majority of the Finance Advisory Board\'s membership are also members of YHC. The Finance Advisory Board shall prepare a proposed budget for the fiscal year of the corporation for consideration by the Board of Directors. It shall periodically review the financial affairs of the corporation during the fiscal year and make recommendations to the Board of Directors with respect to any budget adopted by the Board of Directors. The Finance Advisory Board shall review all fund raising projects, proposed fund raising projects, and other sources of revenue, and make recommendations to the Board of Directors with respect thereto.

SECTION 5. CHAIRMAN One member of each Committee or Advisory Board shall be appointed Chairman.

SECTION 6. VACANCIES Vacancies in the membership of any Committee or Advisory Board may be filled by appointments made in the same manner as provided in the case of the original appointments.

SECTION 7. QUORUM Unless otherwise provided in the formation of any Committee or Advisory Board, a majority of the members shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the Committee or Advisory Board.

SECTION 8. RULES Each Committee or Advisory Board may adopt rules for its own government not inconsistent with these bylaws or with rules provided for in the formation of said Committee or Advisory Board.

SECTION 9. INFORMAL ACTION The authority of a Committee or Advisory Board may be exercised without a meeting if a consent in writing, setting forth the action taken, is signed by all of the members entitled to vote.

ARTICLE IX FEES

SECTION 1. FEES Fees for members shall be set by the Board of Directors prior to August 1 of each year and must be paid in full by October 31 of each year unless other arrangements have been approved by the Board of Directors and member requesting said exception.

SECTION 2. INJURY/EXPULSION Any and all fees owed and/or paid are non-refundable. However, the Board of Directors reserves the right to review, at its discretion and its discretion only, any case where a player sustains an injury either on or off the ice that results in said player missing a substantial portion of the practice and game ice for the season. If the Board of Directors determines that it is appropriate and equitable, it may refund part or all of a member’s fees. Under no circumstances will any fees owed and/or paid be refunded if a player is suspended or expelled from the YHC.

ARTICLE X CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. CONTRACTS The Board of Directors may authorize any officer or officers, agent or agents of YHC, to enter into any contract or execute and deliver any instrument in the name and on behalf of YHC, and such authority may be general or confined to specific instances

SECTION 2. LOANS No loans shall be contracted on behalf of YHC and no evidences of indebtedness shall be issued in its name unless specifically authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of YHC, shall be signed by such officer or officers, agent or agents of YHC and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors such instruments shall be signed by the Treasurer or by the President of YHC.

SECTION 4. DEPOSITS All funds of YHC shall be deposited from time to time to the credit of YHC in such banks, trust companies or other insured depositories as the Board of Directors may select.

SECTION 5. GIFTS The Board of Directors may accept, on behalf of the YHC, any contribution, gift, bequest, or device for the general purposes or for any special purpose of the corporation.

ARTICLE XI BOOKS AND RECORDS, CORPORATE SEAL AND FISCAL YEAR

SECTION 1. BOOKS AND RECORDS The Board of Directors shall be responsible for the maintenance of correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and Committees having any of the authority of the Board of Directors, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote. The Board of Directors shall also be responsible for the filing of any federal, state or local reports, including but not limited to the Internal Revenue Service and the Attorney General\'s Office of the State of Illinois. The Board of Directors may employ the services of any qualified independent accountant(s) to assist in the completion of any financial or tax reporting requirements. No certified audit shall be required of the financial activity of YHC unless otherwise required by law.

SECTION 2. CORPORATE SEAL The corporate seal shall have inscribed thereon the name \"York Hockey Club\" and the words \"Corporate Seal, Illinois\". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced, provided that the affixing of the corporate seal to an instrument shall not give the instrument additional force or effect, or change the construction thereof. The use of the corporate seal is not mandatory.

SECTION 3. FISCAL YEAR The fiscal year of YHC shall begin on the first day of January in each year and end on the last day of December in each year.

ARTICLE XII WAIVER OF NOTICE

SECTION 1. WAIVER OF NOTICE Whenever any notice whatever is required to be given under the provisions of the General Not For Profit Corporation Act of Illinois or under the provisions of the Articles of Incorporation or the bylaws of YHC, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given.

ARTICLE XIII DISPUTES

SECTION 1. DISPUTES Each controversy, question or dispute (\"Dispute\") regarding or having an impact on YHC or ice hockey players, except those matters to playing rules specifically provided elsewhere within YHC or affiliated sanctioning organization or league which YHC may be participating with from time to time, shall be resolved solely through the administrative procedures established in these bylaws or YHC Rules & Regulations or through the bylaws and/or Rules & Regulations of USA Hockey Dispute Resolution Procedures (\"Dispute Resolution Procedures\").
As a not-for-profit organization whose vital services are provided by volunteer efforts, YHC has established this Dispute Resolution Procedure to provide an efficient, orderly and uniform method of resolving all Disputes which can utilize the special skills, expertise and background of people experienced in hockey and sports administration matters.
It is the further purpose of this bylaw to provide an administrative procedure that is a full and complete substitute for any arbitration or court proceedings. Each person and entity within the jurisdiction of YHC, including each member, player, coach, parent, guardian, agent or other person, agrees to abide by the Dispute Resolution Procedures by virtue of their membership, affiliation, or participation at any time in YHC or a YHC program, and completely forgoes any recourse through arbitration or a court of law or equity regarding the matters expressly or implicitly covered by the Dispute Resolution Procedures.
A waiver of or failure to exercise or participate in, any Dispute Resolution Procedure is not an exhaustion of remedies and shall not diminish or alter the requirements or authority of the Dispute Resolution Procedures. Any action, regardless of intent, which may have the effect of avoiding or impairing any aspect of any Dispute Resolution Procedures, including resort to any court or forum other than specifically authorized in such Procedures, is prohibited and shall be grounds for immediate suspension of all members or entities participating or abiding in such action. In connection with any Dispute, the YHC Board of Directors, including any of its duly authorized committees, shall have the power to, impose fines and disciplinary action up to and including suspension, and access costs. \"Costs\" shall also include the value of any volunteer\'s time as measured by that individual\'s customary work position.

SECTION 2. ARBITRATION Not withstanding anything to the contrary contained in these bylaws or in YHC\'s Rules and Regulations, and without altering the prohibition against such recourse stated above, each person and entity within the jurisdiction of YHC, including each member, player, coach, parent, guardian, agent or other person, hereby agrees to submit to binding arbitration conducted in accordance with the commercial rules of the American Arbitration Association.
Any party not successful in overturning in its entirety a procedure, ruling or other decision of YHC, shall pay for any fees, expenses and other costs of YHC with respect to that matter including, but not limited to, attorney\'s fees, arbitration costs, arbitration reporter, transcript, document and exhibit costs, fees and expenses of consultants, experts, investigators and witnesses, and in obtaining or producing materials or evidence, the transportation and other per them or incidental expenses of each of the foregoing, and, the value of each volunteer\'s time, both in and out of court, as measured by that individual\'s customary work position.

SECTION 3. COURT PROCEEDINGS Notwithstanding anything to the contrary contained in these bylaws or in YHC\'s Rules and Regulations, and without altering the prohibition against such recourse stated above, in the event of recourse to the courts of any jurisdiction on any matter and for any reason, the following principles shall prevail: The constructions, interpretations, rulings, procedures, decisions and opinions of YHC, including their directors, officers and duly authorized personnel, shall be deferred to as being the product of their experience and judgmental expertise in amateur hockey and in the administration thereof; and, if there is any rational basis for the decision of YHC, such decision shall be upheld, and the only question shall be, did YHC act contrary to the Constitution of the United States or the State of Illinois, the fact that another reasonable inference or interpretation could have been made will not be grounds for overruling or modifying a decision of YHC; and, only the evidence and theories explicitly presented to YHC for consideration prior to the rendering of their decision may later be presented or considered in court; and, the burden of proof shall be on the party attempting to have any decision or action of YHC reversed, modified or changed in any way, and said burden shall be the equivalent of the highest degree of proof required in any civil proceedings; and, any party not successful in over turning in its entirety a procedure, ruling or other decision of YHC, shall pay for any fees, expenses and other costs of YHC with respect to that matter including, but not limited to, attorney\'s fees, court costs, court reporter, transcript, document and exhibit costs, fees and expenses of consultants, experts, investigators and witnesses, and in obtaining or producing materials or evidence, the transportation and other per them or incidental expenses of each of the foregoing, and, the value of each volunteer\'s time, both in and out of court, as measured by that individual\'s customary work position.

ARTICLE XIV INDEMNIFICATION

SECTION 1. INDEMNIFICATION To the fullest extent permitted by law, YHC shall indemnify and advance and pay indemnification expenses to its Directors, Officers, and Employees and serving at the request of YHC as a Director, Officer, or Employee or Agent except in relation to matters which any such individual shall be adjudged in such action, suit, or proceeding to be liable for willful misconduct in the performance of their duty, and to such matters as shall be settled by agreement predicated on the existence of such liability.

SECTION 2. INSURANCE YHC may maintain insurance on behalf of any person who is or was a Director, Officer, or Employee of the YHC, or who serving at the request of YHC as a Director, Officer, or Employee, against any liability asserted against the individual and incurred by the individual in any such capacity or arising out of his or her status of such, whether or not the YHC would have the power to indemnify the individual against such liability under the provisions of these Bylaws.

ARTICLE XV AMENDMENTS

SECTION 1. AMENDMENTS The power to alter, amend, or repeal these bylaws or adopt new bylaws shall be vested in the Board of Directors unless otherwise provided in the Articles of incorporation or these bylaws. Such action may be taken at a regular or special meeting for which written notice of the purpose shall be given and shall require a two-thirds vote for adoption.