ARTICLE I – NAME
ARTICLE II – OFFICE & REGISTERED AGENT
ARTICLE III – PURPOSE
ARTICLE IV – FISCAL YEAR
ARTICLE V – MEMBERSHIP
ARTICLE VI – BOARD OF TRUSTEES
ARTICLE VII – CONFLICTS OF INTEREST
ARTICLE VIII – ETHICAL PRACTICES
ARTICLE IX – ASSOCIATION CERTIFICATE OF INCORPORATION AND RULES & GUIDELINES
ARTICLE X – PARLIMENTARY PROCEDURE
ARTICLE XI – AMENDMENTS
ARTICLE I - NAME
The name of this Organization shall be Jersey Girls Lacrosse Association (hereinafter referred to as the “JGLA”), formerly known as and previously operating under the name of New Jersey Junior Girls Lacrosse League (NJJGLL).
ARTICLE II - OFFICE & REGISTERED AGENT
Section I: The JGLA shall maintain its initial registered office and mailing address in the State of New Jersey at 11 Jeffery Lane, Bridgewater, NJ 08807; the initial registered agent shall be Michael Schwertfeger. The JGLA may also have offices in such other places as the Board of Trustees may, from time to time, determine or as the activities of the JGLA may require.
Section II: The Board of Trustees may change the registered office and mailing address and registered agent without notice and without formal amendment of these By-Laws.
ARTICLE III - PURPOSE
Section I: The purpose of the JGLA shall be to promote:
(a) Interest in the “Women’s Game” of lacrosse;
(b) Good sportsmanship, including safe and fair play in lacrosse;
(c) Education of coaches, players, officials and fans about lacrosse;
(d) Preservation of the memorabilia and values of lacrosse (Honoring the Game);
(e) The social and athletic development of our Players; and
(e) Any such other purposes as permitted by law.
Section II: In addition to the above general purposes, the JGLA shall also serve as and be an affiliate of US Lacrosse.
ARTICLE IV - FISCAL YEAR
The fiscal year of the JGLA shall be determined by resolution of the Board of Directors.
ARTICLE V - MEMBERSHIP
Section I: Membership is conditioned upon agreement to abide by these By-Laws, the JGLA Certificate of Incorporation and Rules & Guidelines, all applicable rules and regulations of any organization the JGLA is affiliated with, including but not limited to, US Lacrosse (hereinafter sometimes referred to as “USL”) .
Section II: Member Programs (hereinafter referred to as “Member(s)” shall consist of one (1) or more Team(s) of Players from a particular municipality in the State of New Jersey, or other organizing structure (i.e. middle school, lacrosse club, etc…), except that a Member may admit players from another municipality under the following conditions;
a) The other municipality is geographically contiguous to the Member Program seeking membership, and;
b) The other municipality does not have a lacrosse program of its own, and/or;
c) The two (2) municipalities have agreed to combine players in order to field a Team(s) consistent with other Members in the JGLA;
d) A Player describes extenuating circumstances which may preclude her from participating in her town program. She may make a special request to move to another program and such request is approved by the President.
Section III: Representatives of each Member must be at least eighteen (18) years of age.
Section IV: All Administrators, Coaches and Players must be members of US Lacrosse.
Section V: Annual Meetings. There shall be an annual meeting held each year in October/November for the election of trustees to the Board of Trustees. Subject to the foregoing, the annual meeting of Members for the election of trustees and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of New Jersey, and at such time and date as the Board of Trustees shall determine and as set forth in the notice of the meeting. At each annual meeting, the Members entitled to vote shall elect the trustees of the Board of Trustees then up for election and they may transact such other business as shall be stated in the notice of the meeting. In the event that the annual meeting of Members is not held as provided above in any year, a special meeting of members may be called for the election of trustees.
Section VI: Voting. Each Member who has paid its dues in full shall be entitled to one (1) vote, in person or by proxy. All matters presented for a vote of Members shall be decided by majority vote of the Members present in person or by proxy at a meeting with a duly constituted quorum, except as specifically otherwise provided in these By-Laws or the laws of the State of New Jersey.
Section VII: Quorum. The presence, in person or by proxy, of a majority of all the Members of JGLA shall constitute a quorum at all meetings of the Members. In case a quorum shall not be present in person or by proxy at any meeting, a majority of the Members, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite number of Members shall be present in person or by proxy. At any such adjourned meeting at which the requisite number of Members shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed.
Section VIII: Special Meetings. Special meetings of the Members for any purpose or purposes may be called by the President, or by resolution of the Board of the Trustees, or by a majority of the Members, and may be held at such time and place within or without the State of New Jersey, as shall be stated in the notice of the meeting.
Section IX: Notice of Meetings. Upon proper call for a meeting, the President or Secretary shall provide notice to the Members by e-mail and post the notice on the home page of the JGLA website at least four (4) weeks in advance of the annual meeting and two (2) weeks in advance of other meetings, except that such notice may be dispensed with for good cause by majority action of Members. The notice shall state with reasonable specificity the purpose of each such meeting and its location.
ARTICLE VI - BOARD OF TRUSTEES
Section I: Board of Trustees. The corporate powers of JGLA and its management shall be vested in the Board of Trustees (sometimes referred to herein as the “Board”), consisting of seven (7) trustees; the trustees shall be divided into two (2) classes of two (2) trustees and one (1) class of three (3) trustees; each class shall have a term of three (3) years, provided, however, that upon the adoption of these By-Laws, the initial class with three (3) trustees shall have a term of three (3) years, one of the initial classes of two (2) trustees shall have a term of two (2) years and the second initial class of two (2) trustees shall have a term of one (1) year. The term of an elected trustee shall begin immediately upon election. No trustee, may serve more than six (6) consecutive years on the Board; provided, that service rendered prior to the adoption of these By-laws shall not count towards the six year term limitation.
Section II: Nominations to the Board. At a duly noticed and constituted Board meeting, the Board shall nominate a slate of candidates to fill the trustee positions up for election at the next annual meeting of the Members. The Board shall provide notice of the annual meeting (including the slate it is nominating) to the Members by e-mail and post such notice on the home page of the JGLA website at least four (4) weeks in advance of the date for said annual meeting. A majority of the Members comprising a given Conference may make additional nominations for one or more trustee positions up for election at the upcoming annual meeting by notifying the Board in writing at least two weeks before the annual meeting of the nominations and certifying that a majority of the Members of the Conference are in favor of the additional nominations. Upon receipt of such additional nominations (but in no event later than one week prior to the annual meeting), the Board shall provide notice of the additional nominations to the Members by e-mail and post such notice on the home page of the JGLA website.
Section II: Meetings. The Board shall meet a minimum of four (4) times per calendar year, one of which shall be immediately following the annual meeting of Members, or at the call of the President or on the request of three (3) members of the Board. A trustee may participate in a meeting by means of a telephone conference call or any other means of communication by which all persons participating in the meeting are able to hear each other.
Section III: Voting. All matters presented for a vote of the Board shall be decided by majority vote of the trustees present at a meeting (whether physically or by electronic means) with a duly constituted quorum.
Section IV: Quorum. Four (4) trustees present at a meeting (whether physically or by electronic means) shall constitute a quorum for the transaction of business. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.
Section V: Notice of Meetings. Upon proper call for a meeting, the President or Secretary shall provide notice to the trustees by e-mail and post the notice on the home page of the JGLA website at least two (2) weeks in advance of the meeting, except that such notice may be dispensed with for good cause by majority action of the Board. The notice shall state with reasonable specificity the purpose of each such meeting and its location.
Section VI : Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board, may be taken without a meeting, if prior or subsequent to such action a written consent thereto is signed by all members of the Board, and such written consent is filed with the minutes of proceedings of the Board.
Section VII: Officers. At the meeting of the Board immediately following the annual meeting of the Members, the Board shall elect out of its membership a President, a Vice President, a Secretary, a Treasurer and such Assistant Secretaries and Assistant Treasurers as the Board shall deem appropriate.
Section VIII : Other Officials. The Board from time to time may appoint such other officials as it deems desirable to conduct the day to day affairs of the JGLA. Such officials shall serve at the pleasure of the Board and shall have such duties as the Board may designate.
Section IX : Resignations. Any trustee or other official may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.
Section X: Vacancies. If any trustee or other official position becomes vacant, a majority of the remaining trustees, even if less than a quorum, may fill said vacancy; a trustee thus appointed shall serve out the term of the trustee who he/she is replacing.
Section XI: Removal. Any trustee or other official may be removed at any time, with or without cause, by vote of a majority of the remaining trustees. A vacancy occurring from such removal shall be filled as provided above.
ARTICLE VII - CONFLICTS OF INTEREST
If any trustee has a financial interest in any contract or transaction involving JGLA, such individual shall not participate in the evaluation or approval of such contract or transaction. The trustee must disclose such conflict to the Board as soon as the trustee becomes aware of same. If a contract or transaction is approved prior to the disclosure of the conflict, to the extent possible, the contract or transaction shall be voided unless, subsequent to the disclosure, it is ratified by the affirmative vote of a majority of the disinterested trustees.
ARTICLE VIII - ETHICAL PRACTICES
The Board of Directors may adopt a written code of conduct and ethical practices for JGLA which may contain the requirement that each trustee, official and/or employee of JGLA annually agrees in writing to abide by such code.
ARTICLE IX - ASSOCIATION CERTIFICATE OF INCORPORATION AND RULES AND GUIDELINES
JGLA’s Certificate of Incorporation (as amended from time to time) and Rules & Guidelines are described in detail on the JGLA website (www.JerseyGirlsLacrosse.org) and shall be included by reference in these By-Laws. Go to the “About JGLA” and “Rules/Guidelines” links on the homepage of the website for more information.
ARTICLE X - PARLIMENTARY PROCEDURE
The rules contained in the current edition of Robert Rules of Order Newly Revised shall govern the conduct of Member and Board meetings.
ARTICLE XI - AMENDMENTS
These By-Laws may be amended only by a vote of two-thirds (2/3) of the Members present in person or by proxy at a meeting with a duly constituted quorum; the notice for such meeting must have specifically advised of the proposed amendment for the amendment to be validly adopted.