Section 1 – Name: The name of the organization shall be United States Broomball Association. It shall be a nonprofit organization incorporated under the laws of the State of Minnesota.
Section 2 – Purpose: United States Broomball Association is organized exclusively for educational purposes and to foster national and International Amateur Sports Competition within the meaning of and pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or under the corresponding provision of any future United States Internal Revenue law) and in furtherance of such purposes, United States Broomball Association shall:
Section 1 – Eligibility for membership: United States Broomball Association may establish various types and categories of membership in the United States Broomball Association, to include both individual and organizational memberships, as the United States Broomball Association and the Board of Directors may from time to time determine in the best interest of the United States Broomball Association. United States Broomball Association shall establish the criteria and conditions for each category of membership including the amount of dues or fees, if any.
Section 2 – Rights of members: The members of the United States Broomball Association eligible to vote shall have such rights and privileges as granted by the United States Broomball Association in its sole discretion. Eligible members of the United States Broomball Association shall vote to elect the At-Large members of the Board of Directors subject to the conditions of these Bylaws but shall otherwise not have voting rights with respect to any other actions of the United States Broomball Association.
Section 3 – Non-voting membership: The Board of Directors shall have the authority to establish and define non-voting categories of membership.
Section 4 – Advisory Council: The Advisory Council will be used at the discretion of the Board for, but not limited to, upcoming events proposals, rule changes, national team selection, disciplinary decision, etc.
Each Advisory member must be a member of the United States Broomball Association in good standing who is not an acting member of the Board of Directors. The Advisory Council shall consist of fifteen (15) to nineteen (19) representatives from six (6) districts, identified below:
Representatives are required to be members of a league or organization of the state in which they represent. Leagues that are represented, are required to be organizational members of the United States Broomball Association.
Section 5 – Member Quorum: One percent (1%) of members who are Elite Athletes shall constitute a quorum for the purposes of electing Elite Athletes to the Board of Directors. No specific percentage of the general membership will be required as a quorum for election of At Large Directors.
Section 6 – Annual Meeting of Members: There shall be no annual meeting of the members of the United States Broomball Association unless called by the Board of Directors after giving such notice as may be required by applicable law or these Bylaws.
Section 7 – Resignation and termination: Any member may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid dues or other charges previously accrued. A member can have their membership terminated by a majority vote of the Board of Directors.
Section 1 – Board role, size and compensation: The affairs of the corporation shall be managed by the Board of Directors who shall have and may exercise all the powers of the corporation. The Board of Directors shall have up to 9, but not fewer than 7 members comprised as follows:
Four (4) At-Large Board members who shall be elected by the members of the United States Broomball Association, two (2) Elite Athlete Board members who shall be elected by Elite Athletes, and one (1) to three (3) Appointed Board members who shall be appointed by the Board of Directors. The Board of Directors receives no compensation other than reimbursement for reasonable and documented expenses.
Section 2 – Classes and Term: The Board of Directors shall be divided into three (3) classes of Board members. Each class shall be comprised of three (3) Board members as follows:
Class 1 – One (1) At-Large Board member, One (1) Elite Athlete Board member, One (1) Appointed Board member
Class 2 – Two (2) At-Large Board members, One (1) Appointed Board members.
Class 3 – One (1) At Large Board member, One (1) Elite Athlete Board member, One (1) Appointed Board member.
The Board members in each class shall be elected or appointed for a three (3) year term. The next three (3) year term for Class 1 shall commence in July 2021, for Class 2 in July 2022 and Class 3 in July 2023.
At-Large Board Members – Each At-Large Board member must be a member of the United States Broomball Association in good standing. At-Large Board members shall not represent any one region, district or constituency group and shall act in the best interests of the United States Broomball Association without regard to geographic allegiance or other concerns.
Elite Athlete Board Members – Each Elite Athlete Board member must qualify as an Elite Athlete at the time of election and must be a current member of the United States Broomball Association in good standing. Elite Athlete Board Members must comprise of one (1) male and one (1) female (or athletes who identify as such). “Elite Athlete” shall mean a United States Broomball Association member who has either (i) within the last ten (10) years preceding election, represented the United States in an international championship event for which a competitive selection process was administered by the United States Broomball Association or (ii) within twenty-four (24) months prior to election (a) finished in the top half of a United States Broomball Association’s national championship tournament or team selection competition for an international championship or (b) has been a member of the United States Broomball Association’s national team.
Appointed Board Members – Appointed Board members shall not represent any one region, district or constituency group and shall act in the best interests of the United States Broomball Association without regard to geographic allegiance or other concerns. Appointed Board members may or may not be members of the United States Broomball Association and may be appointed to fill areas of expertise.
Section 3 – Meetings and notice: The Board of Directors shall meet at least four (4) times per year. Additional meetings may be scheduled by the Chair as necessary. The Board’s annual meeting shall be a face to face meeting occurring once per year and shall constitute one of the four meetings required by this Section.
Section 4 – Board elections: New Directors and current Directors shall be elected or re-elected by the voting representatives of members at the annual meeting. Directors will be elected by a simple majority of members present at the annual meeting.
Section 5 – Election procedures: A Board Nominating Committee shall be responsible for nominating a slate of prospective board members representing the association’s diverse constituency. In addition, any member can nominate a candidate to the slate of nominees. All candidates must be members in good standing.
Section 6 – Quorum: A quorum must be attended by at least fifty percent (50%) of board members for business transactions to take place and motions to pass.
Section 7 – Officers and Duties: There shall be four officers of the Board, consisting of a President, Vice-President, Secretary and Treasurer. Their duties are as follows:
The President shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: Vice-President, Secretary, Treasurer. The President shall act as a tie-breaking vote in any case of the Board of Directors being evenly split on any decision.
The Vice-President shall chair committees on special subjects as designated by the Board and shall not be from the same District as the President.
The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.
The Treasurer shall make a report at each Board meeting. The Treasurer shall chair the finance committee, assist in the preparation of the annual budget, help develop fundraising plans, make financial information available to board members and the public, and ensure that appropriate financial records are maintained.
Section 8 – Vacancies: In the event of the death, resignation, or removal of a Board member, the Board of Directors may elect a successor for the unexpired term, except for Elite Athlete members. In the event of the death, resignation, or removal of an Elite Athlete Board member, the Elite Athletes shall elect a successor for the unexpired term. The Board of Directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number.
Section 9 – Resignation, and termination: Resignation from the Board of Directors must be in writing and received by the Secretary. A board member may be removed by a three-fourths vote of the remaining Directors.
Section 10 – Special meetings: Special meetings of the Board of Directors shall be called upon the request of the President, or one-third of the Board of Directors. Notices of special meetings shall be sent out by the secretary to each board member at least one week in advance.
Section 11 – Remote communication for meetings: Any meeting of Directors may be conducted solely by one or more means of remote communication through which all Directors may participate in the meeting. Remote communication includes but is not limited to telephone, video, the Internet, or such other means by which persons may communicate with each other on a substantially simultaneous basis. Participation in a meeting by any of the above-mentioned means constitutes attendance at a meeting.
Section 12 – Action without a meeting: Upon initiative of the Board President or Executive Committee, an action that may be taken at a regular or special meeting may be taken without a meeting if the Secretary mails or electronically delivers a ballot to every director entitled to vote on the action. The ballot must set forth each proposed action and provide an opportunity to vote for or against each proposed action. Approval by ballot is valid only if the number of votes cast by ballot equals or exceeds the number of votes that would be required to approve the action at a meeting.
Section 1 – Committee formation: Committees may be established at any time by the Board. The authority, responsibilities, and organization of each Committee shall be determined by the Board. Standing committees shall include, but are not limited to: Executive Committee, Finance Committee, Disciplinary Committee, and Nominating Committee. The Board President appoints all committee chairs.
Section 2 – Executive Committee: The four officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and bylaws, the Executive Committee shall have all the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors and is subject to the direction and control of the full board. A quorum of the Executive Committee shall be 75 percent of the officers.
Section 3 – Finance Committee: The Treasurer is the Chair of the Finance Committee, which includes three other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other board members. The Board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members, and the public.
Section 4 – Nominating Committee: The Nominating Committee is responsible for identifying and recruiting prospective candidates for the Board of Directors as well as non Board of Directors members to serve on various committees established by the Board of Directors. This committee shall be chaired by a Board Member, and include no fewer than two (2) other Board Members from a different district than the Committee Chair.
Section 5 – Disciplinary Committee: The Disciplinary Committee is responsible for hearing and rendering a decision or appointing a panel to hear and render a decision on grievances and disciplinary matters within the sport of Broomball. This committee shall be chaired by a Board Member, and two (2) to four (4) volunteers. These volunteer positions may consist of, but are not limited to, current Board Members; however, they all must be members in good standing.
Section 6 – Term Limits: The term limits applicable to each Board member serving on a committee shall be the same as the term limit applicable to such Board member generally. Each individual that serves on a committee who is not a Board member shall be limited to serving on such committee for a maximum period of two (2) successive two (2) year terms.
Section 1 – Amendments: These bylaws may be amended when necessary by two-thirds majority of the full Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular board announcements.
Section 2 – Indemnification: The United States Broomball Association hereby consents and declares that each officer, member of the Board of Directors, Chairman and members of committees and all elected or appointed officials in any capacity shall be deemed to have assumed office on the express understanding, agreement and condition that each one of them and their heirs, successors and assigns and executors and administrators respectively shall from time to time and at all times be indemnified and saved harmless from and against all liabilities, judgment, costs, charges and expenses whatsoever which such member may sustain or incur in any action, suit or proceedings brought or commenced against him for and in respect of any act, deed, matter or thing made, done or permitted to be done by him in the execution of the duties of his office and also from and against all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except that which is occasioned by his willful and intentional neglect or default.
Section 3 – Code of Conduct: The United States Broomball Association adheres to a Zero Tolerance Policy and requires all participants and members to sign a Code of Conduct prior to participation in any activities of the United States Broomball Association and to abide by the rules of the Code of Conduct agreements. Failure to abide by the Code of Conduct may result in the removal or suspension of a member/participant from the United States Broomball Association program.
If a member is suspended or banned, the name of the member, date of the decision, duration of the suspension or ban, jurisdiction in which the individual is located, bylaw, rules or policy violated, or other information deemed relevant by the Disciplinary Committee in its sole discretion shall be published on the United States Broomball Association website for the duration of the suspension or ban.
Section 4 – Sexual and Physical Abuse: The United States Broomball Association opposes sexual and physical abuse. To the extent permissible under applicable law, the Board of Directors and members shall adopt procedures consistent with this policy consistent with industry standards and practices.
Section 5 – Sanctioning Events: The Board may from time to time establish an impartial policy concerning the sanctioning of Amateur Athletic Competition in the sport of Broomball.
Section 6 – Individual Liability: No individual Board member or officer shall be personally liable in respect of any debt or other obligation incurred in the name of the United States Broomball Association pursuant to the authority granted directly or indirectly by the Board of Directors.
Section 7 – Discharge of Duties: Each Board member and officer shall discharge his or her duties: (i) in good faith, (ii) with the care an ordinarily prudent individual in a like position would exercise under similar circumstances, and (iii) in a manner the Board member or officer reasonably believes to be in the best interests of the United States Broomball Association.
Section 8 – Conflicts of Interest: If any Board member, officer, committee or task force member has a financial interest in any contract or transaction involving the United States Broomball Association or has an interest adverse to the United States Broomball Association’s business affairs, and that individual is in a position to influence a determination with regard to the contract, transaction or business affair, such individual shall: (i) disclose the conflict of interest, (ii) not participate in the evaluation of the contract, transaction or business affair and (iii) not vote on the contract, transaction or business affair.
Section 9 – Fiscal Year: The fiscal year of the United States Broomball Association shall commence January 1 and end on December 31 each year.
Section 10 – Severability and Headlines: The invalidity of any provision of these Bylaws shall not affect the other provisions of these Bylaws, and in such event, these Bylaws shall be construed in all respects as if such invalid provision were omitted.
Section 11 – Saving Clause: Failure of literal or complete compliance with any provision of these Bylaws in respect of dates and times of notice, or the sending or receipt of the same, or errors in phraseology of notice of proposals, which in the judgment of the Board of Directors do not cause substantial injury to the rights of the members of the United States Broomball Association, shall not invalidate the actions or proceedings of the Board of Directors.
These bylaws were approved at a meeting of the Board of Directors by a two-thirds majority vote on 4/20/2020