By-Laws

PURPOSE

Sarasota Ice Rays, Inc. (“SIR” or “Sarasota Ice Rays”) is a Florida non-profit corporation formed under the laws of the State of Florida. Sarasota Ice Ray’s purpose is to provide the leadership, management, administration and funding necessary for a high school ice hockey program for Sarasota County. Players who participate in the program must comply with any league and Sarasota Ice Rays eligibility rules. Sarasota Ice Rays will provide eligible hockey players with the opportunity to develop heart, character, discipline and athletic skills within the team concept at the high school level.

Article 1- Name

1) The ice hockey name as incorporated is the Sarasota Ice Rays, Inc. and may be referred to hereafter as the “Sarasota Ice Rays” or “SIR”.
2) There is no corporate seal for the Sarasota Ice Rays.

Article 2 – Membership

1) A member is anyone serving on the Board, or in any capacity approved by the Board, or a parent/guardian of a current child participating in any SIR program, or a current coach and is in good standing.
2) Non-members are defined as persons from the community without a current player on SIR; or a person from the community who is not a current coach of SIR; or a person not on the Board or approved by the Board.
3) Membership rights may be denied for the following reasons (the list below are only examples and not an exclusive list)

• Failure to pay any dues or fees
• Failure by a member to abide by SIR rules and regulations can result in suspension or expulsion by a majority vote of the board.
• The League and USA Hockey rules on Parent and Spectator Conduct apply to all members.

4) No member shall be allowed to serve for any Board position or who is not in good standing with club.

Article 3 – Government

1) The governance of the Sarasota Ice Rays shall be under the supervision of the Board and will follow SIR By-laws and the protocols and rules of the league in which it enters a team or teams.
The Board shall consist of three to seven directors one of whom the Board will elect as a President and serve as Chair of the Board.
2) Board meetings require a quorum which is defined as more than half of the Board members present.
3) The primary duties of the Board include establishing all policy related to the operation of the Sarasota Ice Rays including but not limited to establishing, amending and enforcing SIR By-laws and enforcing league rules and regulations.
4) In its first year of operation, SIR will notice members of the need for interested parties to serve as Board directors. Members will self-nominate themselves to serve as a director on the Board. If after one week there are five or less members who indicate they wish to serve on the Board, their seating as a Board director will be ratified by members at a SIR member meeting.
5) However, if more than five members indicate a desire to serve on the Board, the Sarasota Ice Rays will hold an election where each member may cast a vote. The five nominees with the most votes will be elected to the Board. With either process the members will certify the elected directors of the Board with a “yea” or “nay” vote. A simple majority will serve to certify the vote. The Board once seated will select a President.
6) The term of office for the initial Board will run from October 1, 2023 until August 30, 2024. At that time a new Board will be nominated and elected following the protocol above.
7) If a coach is elected to the Board, the coach must recuse themselves from discussions and votes on hiring and termination of coaches unless the Board asks the coach for their input in discussions. Additionally, they must excuse themselves from any other discussions and votes related to their role as a coach which could include but are not limited to discussions on sanctions, behavior, compensation related to coaches.
8) Any coach who is a director on the Board and is subsequently terminated, will be immediately removed from the Board and from membership in SIR
9) Members will elect subsequent Boards. The acting President will establish the election process which the current Board will ratify for election of subsequent Boards.
10) As part of this election process, the President shall appoint a nominating committee from the Board in February of each year, to identify club members willing to serve on the Board for the following term of office. The committee will report to the board for discussion of nominations within 90 days.
11) Any current director on the Board can succeed him/herself on the Board indefinitely, if re-elected. Any person who is nominated to be a director on the Board shall be a current member of the Sarasota Ice Rays. However, the Board may nominate a non-member to stand for election to the Board. In such situations, non-members may only occupy up to 2 director positions on the Board; such non-members may not be elected to be President or Chair of the Board; and in any such situation the Board must be made up of a majority of current SIR parents and/or coaches.
12) Subsequent Boards will have a term of office that is two years, September 1 to August 30The President will serve as Chair of the Board.
13) The Board, by a majority vote, may remove any Board member, including the President or a Director, for good and sufficient reason.
14) Should any Board member relinquish his/her position during the year or be terminated, the President shall appoint a replacement with the final approval from the majority of the Board.
15) If appointed during any portion of a current term, an appointee will fulfill the remaining portion of that term.
16) Any disciplinary action, in relation but not limited to Board, coaches, players, and parents will be recommended by the President to be approved by the Board by majority vote.
17) Unless otherwise noted, all Board votes require a majority vote. However, two-thirds of the then filled Board positions are required to modify By-laws, approve annual budget, and the hiring and firing of coaches.

Article 4 – Board Meetings

The Board shall meet at least twice a year or as necessary as set by the President. A majority of directors of the Board (which can include the President) will constitute a quorum. The President, or his or her designee is required to hold a Board meeting. Annual meetings of the general membership will be held at a time determined by the Board.

Article 5 – Board Responsibilities
Board:

• Prepares annual budget, for Board review and approval
• Nominates all Board positions for Board approval
• Ensure that all league and USA Hockey rosters are correct and completed by the due date.
• Monitors and enforces all players and coach’s suspensions.
• Identify candidates for the Nominations Committee
• Files or cause to be filed the annual tax return if necessary
• Prepares financial statements
• Responsible for all aspects of player and club development
• Interfaces with league managers
• Recommends policy in areas not covered by by-laws.
• Hires and terminates coaches
• Enforces and monitors suspension of players, parents and coaches
• Ensures club rules and regulations are enforced
• Arranges tryouts
• Determines what teams the SIR will field in league
• Prepares any annual or periodic reports
• Responsible for maintaining non-profit corporation and 501(c)3 status
• Approves fundraising and volunteer activity
• Monitors and amends By-laws as necessary
• Other duties as deemed necessary
President:
• Schedules and presides over Board meetings
• Assigns additional responsibilities to directors of the Board, in addition to those identified in these by-laws
• Deposits all incoming monies in the SIR’s account
• Monitors and pays all SIR bills
• The President or his/her designee may make decisions without Board approval related to costs that are $500 or less. The Board must approve any costs over $500 by majority vote.

Article 6 – Powers of the Board

1) To establish policy for the SIR and ensure that it is enforced
2) To formulate, alter, and amend the By-laws and rules and regulations of the club, consistent with the stated purpose of the club per its incorporation.
3) To establish and collect the fees and funds of the club and direct the expenditure of money.
4) To establish and publicize to the membership the operating plan for the upcoming season.
5) To take disciplinary action against any player or parent for inappropriate behavior or who willfully violates rules and regulations of the club, league, or USA Hockey.
6) To approve annually all coaches.
7) To approve annually external annual reports.

Article 7 – Fund Raising and Operations

1) SIR will pursue sponsorships and entertain fund raising activities as necessary to support the operations of the program.
2) Such funds may be used toward the cost of operations and functions of the program and support of the players including but not limited to:
a. Coaching stipends
b. Equipment
c. Booster activities
d. Banquets
e. Scholarships
f. Player registrations
g. Uniforms
h. Insurance
i. Consultants or other professional services

Article 8 Booster Club

The Sarasota Ice Rays may form a Booster Club that will have a chair or co-chairs. Any parent in good standing may join the Booster Club. If the Sarasota Ice Rays assemble a Booster Club, it will report to the Board and have the following functions and other duties that the Board may determine:
1) Maintaining website and social media
2) Planning SIR non-hockey activities such as but not limited to:
a. Banquets
b. Parties
c. Volunteer events
3) Plan fundraising activities
4) Develop and create programs and other SIR marketing and informational documents
5) Clothing and item design (jerseys, SIR swag, etc)
6) Other functions as determined or approved by the Board

Article 9 Corporate Status

The Sarasota Ice Rays, Inc is a non-profit association of the State of Florida, and it shall operate in perpetuity.

Said association is organized exclusively for charitable, educational and scientific purposes, including for such purposes, the making of distributions to association that qualify as exempt association under section 501(c)3 of the Internal Revenue code or corresponding section of any future federal tax code.

No substantial part of the activities of the association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the association shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
No part of the net earnings of the corporation shall insure to the benefit of or be distributable to its officers, or other private persons, except that the association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purposed clause hereof.

Notwithstanding any other provision of this document, the association shall not carry on any other activities not permitted to be carried on (a) by an association exempt from federal income tax under section 501(c)3 of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an association, contributions to which are deductible under section 170(c)2 of the Internal Revenue Code, or corresponding section of any future federal tax code.

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes with the meaning of section 501(c)3 of the Internal Revenue code, or corresponding section of any future federal tax code, or shall be distributed to the federal government or to a state or local government for the public purposes as described in article 3.