Mission Statement and Bylaws of
Orting Lacrosse Club
The Orting Lacrosse Club is dedicated to organizing, developing and promoting the sport of lacrosse within the Orting community while fielding competitive teams at all levels. The Orting Lacrosse Club is committed to honoring the game by instilling values of sportsmanship and integrity in an environment that places team accomplishments above personal achievement. The Orting Lacrosse Club develops leaders through scholastic achievements and athletic endeavors while emphasizing the importance of community service.
Article I: Name of organization
A. The name of this organization shall be the Orting Lacrosse Club, in the remainder of this document to be referred to as the “Club”, “OLC”, or “corporation” for tax purposes.
B. Orting Lacrosse Club is a non-profit organization.
Article II: Affiliations
A. All student athletes, board members and coaches of OLC must also be current members of US Lacrosse.
B. OLC is affiliated with the South Sound Lacrosse League (SSL) for all youth (non-high school) age players.
Article III: Purpose
A. The purpose of Orting Lacrosse Club is to fulfill the mission statement by providing support for all OLC teams through practice, game operations, fundraising, general club business and activities.
B. The Orting Lacrosse Club is organized exclusively for educational purposes, including the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
C. All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes.
D. Only the OLC Board may conduct business on behalf of, and make decisions for, the Club.
Article IV: Focus
A. The Club shall focus on tasks needed for player registration, field scheduling, competition, fundraising, publicity, game operations and other support as needed.
B. All Club members are required to understand and follow the OLC Code of Conduct. All disciplinary action to be taken regarding any player, parent or coach shall be in accordance with the appropriately referenced Code of Conduct.
Article V: General Membership
A. The General Membership shall consist of all student athletes currently registered to compete on an Orting Lacrosse Club team and their parents/guardians.
B. A “member” is defined as an athlete and their parents/guardians as one unit. Each member carries one vote. Each registered youth player carries one vote for a family.
C. To be eligible to compete for the Orting Lacrosse Club, student athletes must be enrolled in an Orting School District school that matriculates to Orting High School or be eligible as an OSD resident attending home school or private school without an option for lacrosse.
D. The general membership shall meet annually and approve the Board of Directors in accordance with bylaw Article VI. The annual general membership meeting shall occur in the offseason, with the date to be at the discretion of the Board. The general membership will be notified of the specific date, with at least 30 days’ notice. A simple majority vote is required to approve the slate of board members each year.
E. The general membership must approve any changes to these Bylaws. A simple majority vote is required to approve changes.
F. All voting will be completed via secret ballot. No proxy voting will be allowed. Email voting is the sole provision of the Board, and will not be utilized by the general membership.
G. A majority of the Board must be present or available via immediate and interactive electronic communication, to establish a quorum, in order to conduct business.
H. Any action that could be taken at a meeting of the Board may be taken outside of a regular meeting and conducted via email, with the requirement that any email vote will be unanimous to be binding. Otherwise, it will be tabled until the next regularly scheduled Board meeting.
I. Removal: at a meeting of the Board called expressly for that purpose, one or moreDirectors may be removed from office, with cause, by two-thirds of the votes cast by Directors in office.
J. The rules of procedure at meetings of the Board and committees of the Board shall be rules contained in Roberts’ Rules of Order on Parliamentary Procedure, newly revised, so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation or any resolution of the Board.
Article VI: Board of Directors
A. The Board of Directors consists of seven officers to include: President, Vice President, Treasurer, Secretary and Registrar, Director of Operations, Director of Coaching and Director of Player Development.
B. The Directors are elected for a two-year term and may be reelected in the same position, or another Director position. The President, Director of Operations and Secretary shall be elected in even years; the Vice-President, Director of Coaching, Director of Player Development and Treasurer shall be elected in odd years.
C. A board member can only serve two terms at which point they must remove themselves from the board for at least one term.
D. Nominations for Board of Director positions are publicized to the general membership via an electronic address on file with the Registrar and held open for 30 days prior to the election, to be held at the annual general membership meeting.
E. If vacancies occur during a term, the Board of Directors, at its discretion, may appoint a replacement to serve the remainder of the term.
F. If needed, Co-Directors may fill each office, though each office collectively carries one vote in all business matters.
G. The Board will meet to conduct Club business as follows: regular monthly meetings during the lacrosse season, and at least bi-monthly regular meetings during the offseason. These meetings shall be open to Club membership attendance.
H. A majority of the Board must be present or available via immediate and interactive electronic communication, to establish a quorum, in order to conduct business.
I. The President will only cast a vote in the event of a tie between all other board members
J. Any action that could be taken at a meeting of the Board may be taken outside of a regular meeting and conducted via email, with the requirement that any email vote will be unanimous to be binding. Otherwise, it will be tabled until the next regularly scheduled Board meeting.
K. Removal: at a meeting of the Board called expressly for that purpose, one or more Directors may be removed from office, with cause, by two-thirds of the votes cast by Directors in office.
L. The rules of procedure at meetings of the Board and committees of the Board shall be rules contained in Roberts’ Rules of Order on Parliamentary Procedure, newly revised, so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation or any resolution of the Board.
Article VII: Duties of the Directors
A. Each Director has the right to seek help from other Club members in an effort to delegate tasks towards completing responsible duties. Though, it remains responsibility of each Director to ensure all assigned duties are completed in a timely and professional manner.
- Presides over the Board and general membership meetings
- Responsible to coordinate all club publicity and communications
- Responsible to work as a liaison with the Orting School District
- Assure that OLC is properly represented at all league and state meetings
- Act as the general representative of OLC in all matters
C. Vice President
- Responsible to assume the role of President in the event the President is unable
to perform his/her duties due to absence, illness, resignation, etc.
- Responsible to oversee/coordinate annual fundraising projects for the club
- Responsible to oversee/coordinate any and all community service events
- Responsible to oversee/coordinate sale of club apparel
- Responsible to create an annual budget for approval by the Board
- Responsible to develop a fee structure for club dues
- Responsible to oversee all income and expenses and review with the Board
- Responsible to pay club invoices in a timely fashion
- Responsible to keep accurate and current financial records
- Responsible to complete annual audit for Board review
- Responsible to prepare and file appropriate administrative, regulatory and tax documents annually, or as required
- Deposit all money received in an FDIC insured bank in the name of OLC
- Get proper bonding for appropriate board members
- Responsible to record minutes of Board and General Membership meetings
- Responsible to coordinate registration of all players
- Responsible to maintain a database of all club registrants
- Maintain records of any business conducted via email
- Notify members of matters pertaining to meetings
- Act as a custodian of all correspondence and records
- Record the results of all elections and voting and maintain the Bylaws and Policies of the Club
- Submit required forms and registration information to appropriate leagues in a timely manner for league play and work with coaches to submit proper documentation for tournament play.
F. Director of Operations
- Work with equipment and uniform managers to obtain bids, make purchases and
maintain inventory as needed by the club
- Work to ensure that gyms and fields are available for clinics, practices and games
- Work to ensure that fields are ready for practices and games
- Upkeep the club website with current information
- Develop a system of communication to ensure that all club members are aware
of current information
G. Director of Coaching
- Recruiting and maintaining coaches
- Organize clinics and training sessions for coaches
- Assure that all coaches meet SSL standards including CPR and First Aid Certification and required background checks
- Establish and head committee that will be in charge of choosing OLC team
- Develop a standard of coaching that is consistent across all levels of play
H. Director of Player Development
- Organize clinics and training sessions for players
- Form teams and direct recruitment clinics based on the projected number of
participants at each age level
- Organize all OLC administered competitions and tryouts
- Assign players within their age groups to teams as long as there are coaches available
Article VIII: OLC Procedures Manual
A. The standing OLC board will create a procedures manual to create an institutional knowledge resource and allow for equity among all players.
B. The manual will include, bill will not be limited to the following: procedures for using club equipment, nominations and election procedures, website and social media platform instructions and passwords, a list of grievance and disciplinary procedures including an appeals process, and procedures for securing various field spaces.
C. Changes to this manual can be made as needed by standing board members by a simple majority vote.
Article VIV: Provisions to be Included in Organizational Documents to Satisfy Requirements of §501(C)(3) of the Internal Revenue Code
A. The purpose of the Corporation, as stated herein, shall be carried out by its board of directors in a manner that will enable the Corporation to qualify as an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code and the regulations promulgated thereunder. Toward this end, the Corporation shall have the
- The Corporation may purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and deal in and with real or personal property, or any interest therein, wherever situated, in an unlimited amount;
- The Corporation may solicit and receive contributions from any and all sources and may receive and hold, in trust or otherwise, funds received by gift or bequest;
- The Corporation may sell, convey, lease, exchange, transfer, mortgage, pledge, encumber, create a security interest in or otherwise dispose of, by gift or in any other manner, any or all of its property, or any interest therein, wherever situated and however acquired;
- The Corporation may purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, employ, sell, lend, lease, exchange, transfer, or otherwise dispose of, mortgage, pledge, use or otherwise deal in and with, bonds and other obligations, shares or other securities or interests issued by others, whether engaged in similar or different business, governmental or other activities;
- The Corporation may make contracts, give guarantees and incur liabilities, borrow money at such rates of interest as the Corporation may determine and issue its notes, bonds and other obligations with or to any person, firm association, corporation, municipality, country or any other entity;
- The Corporation may lend money, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested;
- The Corporation may be an incorporator of other corporations of any type or kind;
- The Corporation may be a partner in any business enterprise which it would have power to conduct by itself; Page 2 46826-1
- The directors may make, amend or repeal the by-laws in whole or in part, except with respect to any provision thereof which by law or the by-laws requires action by the members;
- Meetings of the members may be held anywhere in the United States;
- No person shall be disqualified from holding any office by reason of any interest. In the absence of fraud, any director, officer or member of this Corporation individually, or any individual having any interest in any concern in which any such directors, officers, members, or individuals have any interest, may be a party to, or may be pecuniarily or otherwise interested in, any contract, transaction or other act of this Corporation, and
a. no contract, transaction, or act shall not in any way be invalidated or otherwise affected by that fact;
b. no such director, officer, member or individual shall be liable to account to this Corporation for any profit realized through any such contract, transaction, or act; and
c. any such director of this Corporation may be counted in determining the existence of a quorum at a meeting of the directors or of any committee thereof which shall authorize any such contract, transaction, or act, and may vote to authorize the same. The term "interest" as used herein shall include personal interest and interest as a director, officer, stockholder, shareholder, trustee, member or beneficiary of any concern; the term "concern" as used herein shall include any corporation, association, trust, partnership, firm, person, or other entity other than
12. this Corporation; and
(xii) The Corporation may exercise all powers necessary or convenient to effect any or all of the purposes for which the Corporation is formed; provided, however, that no such power shall be exercised in a manner inconsistent with the applicable state law or the requirements contained in Section 501(c)(3) of the Internal Revenue Code and the regulations promulgated thereunder.
B. Notwithstanding any powers granted to this Corporation by these Articles, its by- laws or by applicable law the following limitations upon said powers shall apply and be paramount:
1. No part of the net earnings of the Corporation shall inure to the benefit of any member, director, officer of the Corporation, or any private individual; provided, however, that reasonable compensation may be paid for services rendered to or for the Corporation in furtherance of one or more of its purposes. No member, director, officer of the Corporation or any private individual shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation. Page 3 46826-1
2. No substantial part of the activities of the Corporation shall involve the dissemination of propaganda, or otherwise attempting to influence legislation; (iii) The Corporation shall not participate in or intervene in (including the
3. publication or distribution of statements) any political campaign on behalf of any candidate for public office;
4. Notwithstanding any other provision of these Articles of Organization, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code or by an organization to which contributions are deductible under Sections 170(c)(2) and 2055(a) of the Internal Revenue Code; and
5. Upon dissolution of the Corporation or the winding up of its affairs, the assets of the Corporation shall be distributed exclusively to such organizations which then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code as the board of directors may decide
C. The Corporation will distribute its income for each tax year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code or corresponding provisions of any subsequent Federal tax laws;
1. The Corporation will not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code or corresponding provisions of any subsequent Federal tax laws;
2. The Corporation will not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code, or corresponding provisions of any subsequent Federal tax laws;
3. The Corporation will not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code or corresponding provisions of any subsequent Federal tax laws; and
4. The Corporation will not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code or corresponding provisions of any subsequent Federal tax laws.
D. The directors and officers of the Corporation shall not be personally liable for any debt, liability or obligation of the Corporation. All persons, corporations or other entities extending credit to, contracting with, or having any claim against the Corporation may look only to the funds and property of the Corporation for the payment of any such contract or claim, or for Page 4 46826-1 the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Corporation.
E. The Corporation shall, to the extent legally permissible and only to the extent that the status of the Corporation as an organization exempt under Section 501(c)(3) of the Internal Revenue Code is not affected thereby, indemnify each of its directors, officers, employees and other agents (including persons who serve at its request as directors, officers, employees or other agents of another organization in which it has an interest) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a director, officer, employee or agent, except with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the Corporation; provided, however, that as to any matter disposed of by a compromise payment by such director, officer, employee or agent, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the Corporation, after notice that it involves such indemnification:
1. by a disinterested majority of the directors then in office; or
2. by a majority of the disinterested directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such director, officer, employee or agent appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Corporation. Expenses including counsel fees, reasonably incurred by any such director, officer, trustee, employee or agent in connection with the defense or disposition of any such action, suit or other proceeding may be paid from time to time by the Corporation in advance of the final disposition thereof upon receipt of an undertaking by such individual to repay the amounts so paid to the Corporation if he shall be adjudicated to be not entitled to indemnification under applicable state law. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any director, officer, employee or agent may be entitled. Nothing contained herein shall affect any rights to indemnification to which corporate personnel may be entitled by contract or otherwise under law. As used in this paragraph, the terms "director", "officer", "employee", and "agent" include their respective heirs, executors and administrators, and an "interested" director is one against whom in such capacity the proceedings in question or another proceeding on the same or similar grounds is then pending. All references to the "Internal Revenue Code" shall be deemed to refer to the Internal Revenue Code now or hereafter in effect and the regulations promulgated thereunder or corresponding provisions of any subsequent Federal tax laws.