YIHAAW Bylaws
Article I. Organization and Purpose
Section 1.01 Name
Yavapai Inline Hockey Association (“YIHAAW”) is a non-profit corporation organized and
operated under the Arizona Non-Profit Corporation Act, as codified at Arizona Revised Statues
§10-3101, et seq. To the extent that a subject matter is not covered in these Bylaws or in the
YIHAAW Articles of Incorporation (as amended), YIHAAW shall follow the default provisions of
the Arizona Non-Profit Corporations Act.
Section 1.02 Purpose
The purpose of the Affiliate are to govern and promote amateur roller hockey within the State
of Arizona.
Section 1.03 Place of Business
The place of business of this Affiliate in the State of Arizona shall be at the address of its
statutory agent for service of process or such other place the Board of Directors shall determine
from time to time. This Affiliate may have such offices, within the State of Arizona, and may
conduct its business at such other places, as the Board of Directors shall determine from time
to time.
Section 1.04 Books and Records
YIHAAW shall keep all records required under A.R.S §10-11601, including but not limited to
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 authority of the
Board of Directors, and shall keep at its registered or principal office a record giving the names
and addresses of the Members. The books and records of YIHAAW may be inspected for the
purposes stated, and at a reasonable time and upon notice, in A.R.S. §10-11602. In addition,
the right to inspect shall be further limited and governed by A.R.S §10-11605.
Section 1.05 Charitable Organization
YIHAAW shall conduct itself at all times in a manner consistent with its exempt status under
Internal Revenue Code Section 501(c)(3).
Article II. Membership and Member Meetings
Section 2.01 Members
Each family if a player enrolled in a YIHAAW hockey program shall be a Member for the entire
membership year (September 1 - August 31) during which the player is enrolled. Enrollment
shall be determined by the plater being duly registered on the official roster prepared by
YIHAAW. Membership is also contingent upon the full and timely payment of league fees and
other amounts required by YIHAAW. The Board of Directors may determine from time to time
Effective January 2024
the amount of annual dues, if any, payable to the Association by its Members. Failure to pay
any such amounts may results in suspension of membership pursuant to A.R.S. §10-3621 or
termination as provided below. Membership in YIHAAW is personal and is not transferable ro
assignable.
Section 2.02 Termination of Members
The withdrawal of a player from the official roster prepared by YIHAAW and/or from IHAAZ
shall result in immediate termination of Membership in YIHAAW by that player’s parent or legal
guardian. In addition, a majority of the Members may request that the Board of Directors, at a
closed meeting, suspend or expel a Member for cause. Notice of such request, with the
particulars underlying the alleged cause for termination, shall be provided to the subject
Member and to the Board of Directors. The Board of Directors, by affirmative vote of two-thirds
of all of the Directors at a meeting closed to all Members but the subject Member, may
suspend or expel such Member for cause. Additionally, the Board of Directors may, by a
majority vote of those present at any regularly constituted meeting, suspend, or expel any
Member who is in default in the payment of any annual dues or other amounts established by
YIHAAW from time to time.
Section 2.03 Election and Annual Meetings
The Board shall establish the time and place for an annual meeting of the Members, for the
purpose of providing the Members with an operational update and transacting such other
business as may be properly brought before the meeting. If any election or annual meetings of
the Members is for any reason not to be held, a deferred regular or annual meeting may
thereafter be called.
Section 2.04 Special Meetings
Special meetings of the Members may be held whenever and wherever called for by the Board.
Additionally, a special meeting of the Members may be called by written demand of at least
forty (40) Members or fifteen percent (15%) or more of the Members, whichever is less. Any
written demand by Members for a special meeting shall state the purpose or purposes of the
proposed meeting and shall be provided to the Board sufficiently before the proposed meeting
date so as to allow notice to all Members as required by Section 2.05. Business to be transacted
at any such special meeting shall be confined to the purposes stated in the notice.
Section 2.05 Notices
The Secretary shall provide written notice by email to each Member of the Annual Meeting, or
any demanded Special Meeting at least fifteen (15) days but no more than forty-five (45) days
(inclusive of the date of the meeting) before the date of such meeting of the Members.
Meeting notices shall also be posted on the YIHAAW website and/or social media pages and
provided to team managers for distribution to players and parents.
Section 2.06 Voting
For any matters that require a Member vote, Member(s) in Good Standing shall have one vote
per enrolled player. “Good Standing” means that the Member’s accounts are not delinquent on
Effective January 2024
the first day of the voting period, of if delinquent, then the Member has entered into an
approved payment arrangement with the Association. No Member may vote by proxy.
However, ballot voting and voting by email may be used for all voting Members.
Section 2.07 Quorum
At any meeting of the Members, there must be at least twenty (20) voting members or ten
percent (10%) or more of the Members represented as defined in section 2.01 to transact
business. Once a quorum has been formed by Members present or written ballots and/or email
ballots received in advance of the meeting, the Members from time to time remaining in
attendance may continue to transact business until adjournment, notwithstanding the prior
departure of enough Members to leave less than a quorum. Once a quorum is formed, a vote of
the majority of the Members present shall be an action of the Members. All written ballots or
email ballots shall be read into the record and subject to verification.
Section 2.08 Organization and Conduct of Meetings
Each meeting of the Members will be called to order and thereafter chaired by an officer or
Member in the following order: President, Vice President, Secretary, Treasurer, Member
representative approved by a majority of the Members present.
Section 2.09 Informalities and Irregularities
All informalities or irregularities in any call or notice of a meeting of the Members or in the
areas of credentials, proxies, quorums, voting, and similar. Matters, will be deemed waived if
no objection is made at the meeting.
Article III. Board of Directors and Board Meetings
Section 3.01 Number and Qualification of Directors
The Board shall consist of no less than three (3), and no more than nine (9) Directors. The Board
consists of four (4) Officers (a President, a Vice President, a Treasurer, and a Secretary). Other
Officer roles that may be invited to Board meetings from time to time are Coaching
Coordinator(s), Registrar(s), Parent Representatives, Social Media Coordinator(s), and
Members-at-Large. The roles of the Officers are outlined in Article IV. All Directors shall have
one (1) vote on the Board of Directors.
Section 3.02 Terms and Vacancies
Board roles shall be appointed to serve at minimum a two (2) year term but do not have a term
limit. Elected roles shall serve an annual term consistent with the organization’s membership
year. If a Director position is vacant for any reason, the Board may appoint an interim Director
until a new appointment or election has occurred to fill the role.
Effective January 2024
Section 3.03 Elections
Elections of the parent representative positions shall take place digitally within a reasonable
amount of time after tryouts and evaluations and after parents have submitted their name to
run for election.
Section 3.04 Advisory Board
The YIHAAW Board of Directors shall rely on an Advisory Board which will consist of sub-
committee leads and other appointed advisory members. The Advisory Board will meet with
the YIHAAW Board of Directors bi-monthly and the meeting shall be run by the YIHAAW
president. The meeting minutes will be available upon request.
Section 3.05 Executive Committee
The Executive Committee shall consist of all appointed Board roles which include the President,
Vice President, the Treasurer, the Secretary, and the Members-at-Large. The Executive
Committee may go into executive session at the request of an Executive Committee member
and with the approval of the President.
Section 3.06 Annual and Regular Meetings
The Board of Directors must meet at least annually to conduct officer election as called for in
Section 4.02. At such Annual Meetings of the Board of Directors, the Board shall also establish a
schedule for periodic regular meetings to occur during the season. Prior to the close of each
Regular Meeting, the Board shall set a date for the next Regular Meeting unless already
scheduled. The Board shall maintain a schedule of its Regular Meetings on the YIHAAW website
and/or social media channels. The Secretary shall make the agendas and minutes of all such
Regular Meetings available to Members upon request.
Section 3.07 Special Meetings
Special Meetings of the Board may be held whenever and wherever called for by the President,
Vice President, Treasurer, Secretary, or a majority of the Members-at-Large. All such Special
Meetings of the Board of Directors shall be open to Members. The Chairperson may close the
meeting (and enter into) upon the vote of the majority of Directors present and voting, to
discuss personnel, confidential, disciplinary, or other sensitive matters.
Section 3.08 Quorum
A quorum for the transaction of business at any meeting of the Board of Directors will be a
majority of the Directors in office.
Section 3.09 Voting
Any matter submitted to a meeting of the Board of Directors will be resolved by a majority of
votes case therein. In case of an equality of votes, the meeting ‘Chair’ (as described in Article IV
below) will have a second or deciding vote. All votes of the Board must be in person (physically
or via telephonic or video conference). The Board may not vote by proxy. Voting by ballot or
email is acceptable when appropriate.
Effective January 2024
Section 3.10 Committees
The Board shall appoint and oversee all committees. No committee may contract or bind the
Association without prior written approval of the Board.
Section 3.11 Compensation
The YIHAAW Board consists of volunteers and no compensation shall be awarded for such
duties.
Section 3.12 Meetings by Telephone Conference
Any member of the Board of Directors or of a committee thereof may participate in any
meeting by means of telephone conference or similar communication equipment whereby all
members participating in such meeting can hear one another. Such participation shall
constitute in-person attendance in person under Section 3.05 above.
Section 3.13 Removal; Delegation of Duties
The Board may by a vote of two-thirds (2/3) of the Directors in office to remove any officer of
the Association or temporarily delegate such officer’s powers and duties to any other officer.
Section 3.14 Policies
The Board shall adopt such policies as it may deem necessary and appropriate for conducting
business. Such policies shall be available to Members and shall be posted on the YIHAAW
website and/or social media channels. Such policies shall not conflict with these Bylaws and/or
Articles of Incorporation. If the policies conflict with the Bylaws and/or Articles of
Incorporation, the Bylaws and/or Articles of Incorporation control.
Section 3.15 Contracts; Check Deposits; Funds
Only with the approval of the Treasurer or the President of the YIHAAW Board, the Board may
authorize any officer(s) or agent(s), in addition to the officer so authorized by these Bylaws, to
enter into any contract or execute and deliver any instrument in the name of and on behalf of
the Association, and such authority may be general or confined to specific instances. All checks,
drafts, or orders for payment of money notes, or other evidence of indebtedness issues in the
name of the Association, shall be signed by such officer(s) or agent(s) of the Association an in
such manner as shall from time to time be determined by resolution of the Board and approval
of the Treasurer of YIHAAW. In absence of such determination by the Board, such instruments
shall be signed by the Treasurer and counter-signed by the President. All funds of the
Association are to be deposited to the credit of the Association in such banks, trust companies,
and other depositories as the Board or Treasurer may select with the approval of the President.
Effective January 2024
Article IV. Officers
Section 4.01 Officers
Officers shall be selected by the Board of Directors and shall consist of, at a minimum, a
President, Vice President, Secretary, and Treasurer, none of whom shall be required to be a
Member. The Board of Directors can be expanded with a majority vote of the Board.
a. The President (and Vice President in his/her absence) shall ‘Chair’ meetings of the Board
and Association. The President shall be the chief executive officer of the Association and
subject to the direction of the Board of Directors, shall have general charge of business
affairs and property of the Association and general supervision over its other officers
and agents. In general, the President shall perform all duties incident to the office of the
President and shall assume other duties as may be assigned by the Board.
b. The Vice President shall be responsible for the oversight of the Committees and will
regularly communicate with the Committee Chairs and provide guidance as needed. The
Vice President shall, in the absence or disability of the President, perform the duties and
exercise the powers of the President. The Vice President shall generally assist the
President and shall assume such other duties as assigned by the Board.
c. The Secretary shall maintain records and minutes of the Association in accordance with
the Arizona Nonprofit Corporation Act, shall issue official notices of the Board and the
Association, and shall assume other duties as may be assigned by the Board. Secretary
will ‘Chair’ meetings of the Board and Association when the President, Vice President,
and Treasurer are absent.
d. The Treasurer shall have custody of the corporate funds and other valuable effects, shall
keep full and accurate accounts of receipts and disbursements belonging to the
Association, and shall deposit all monies and other valuable effects in the name and to
the credit of the Association in such depositories as may from time to time be
designated by the President. The Treasurer shall disburse funds of the Association as
may be ordered by the Board or the President, taking proper vouchers for such
disbursements, and shall render to the President and the Board, whenever requested,
an account of all transactions as Treasurer and of the financial condition of the
Association. For the most part, the Treasurer shall be responsible for the financial
oversight of the Association and shall work with outside accountants as needed to
prepare financial reports and submit corporate filings as required by law. In addition to
any periodic financial reports requested by the President and/or Board, the Treasurer
shall report the financial status of the Association to the Members at least annually. The
Treasurer shall ‘Chair’ meeting of the Board and Association when the President and
Vice President are absent.
Effective January 2024
Article V Committees
Section 5.01 Committees
The Board shall have the authority to establish committees to assist the Board with operational
activities of the Association and shall have the authority to oversee all such committees as set
forth in Article III.
Article VI Amendments
Section 6.01 Amendments
These Bylaws may be altered, amended, supplemented, or revoked, in whole or in part, by a
majority of the Board of Directors at any properly noticed and duly constituted meeting of the
Board of Directors, provided that notice of the proposal to alter, amend, supplement, or revoke
these Bylaws or to adopt new bylaws were included in the notice of the meeting of the Board of
Directors at which such action is to take place.
Article VII Indemnity
Section 7.01 Indemnity
The Associations shall indemnify and hold harmless the Board of Directors and each member
thereof, and all elected, appointed, employed, or volunteer representatives from any and all
claims, liability, judgments, costs, attorneys’ fees, charges, and expenses whatsoever arising
from the acts or omissions of YIHAAW, except to the extent (i) that YIHAAW or its
representatives caused such claims, liability, judgments, costs, attorneys fees, charges, or
expenses by their own intentional neglect or default or (ii) that such acts or omissions were the
direct result of YIHAAW’s good faith attempt to comply with the Articles of Incorporation,
Bylaws, Rules and Regulations, Playing Rules, or decisions of the Board of Directors.
Effective January 2024