By-Laws

These bylaws, shall be the governing document of the Oklahoma City Youth Hockey Association (OKCYHA).

SECTION 1.1 NAME

The name of the corporation shall be: OKLAHOMA CITY YOUTH HOCKEY ASSOCIATION, INC., hereinafter to be referred to as “OKCYHA.”

SECTION 1.2 OFFICES

The principal offices of OKCYHA shall be in the State of Oklahoma at such locations as determined by the Board of Directors from time to time.

SECTION 1.3 PURPOSE

The OKCYHA has been created and established to promote amateur hockey within the greater Oklahoma City metropolitan area in accordance with the aims, goals and purposes set forth within the guidelines of the Amateur Sports Act of 1978. OKCYHA is thus formed with the cooperation of and as authorized by USA Hockey, Inc., a non-profit Washington D.C. corporation, the national governing body for the sport of amateur ice hockey within the United States. As such, OKCYHA and USA Hockey wish to support and develop amateur hockey players within the local amateur hockey associations and by providing those qualified players the opportunities and avenues for advancement to competition on District, Regional and National Teams within USA Hockey, Inc.

The purpose of the OKCYHA is to:

• Manage and govern all aspects of amateur hockey within the greater Oklahoma City metropolitan area

• Address discipline issues and refer to the Texas Amateur Hockey Association those that cannot be settled

at the Association level or are immediately elevated to the Affiliate level due to the severity of the

accusation(s)

• Market all OKCYHA programs and facilitate growth and expansion of the sport

• Administer and manage the Oklahoma City Player Development Program

• Administer and manage the OKCYHA representation at Rocky Mountain District/National tournament(s)

• Define, administer, and approve all levels of hockey allowable within the OKCYHA consistent with USA

Hockey and the Texas Amateur Hockey Association

• Prepare and adhere to an annual financial budget necessary to meet this OKCYHA purpose

SECTION 1.4 STATEMENT OF JURISDICTION

As afforded and granted by USA Hockey and the Texas Amateur Hockey Association Bylaws, OKCYHA shall have exclusive jurisdiction to conduct certain of the affairs of USA Hockey, to assist in the governance of the members of USA Hockey, and to regulate the sport of amateur hockey within the greater Oklahoma City metropolitan area.

SECTION 2.1 REGISTERED PARTICIPANT MEMBERS

As a condition of membership in good standing with OKCYHA, all registered participant members of OKCYHA shall also be required to be Registered Participant Members in good standing with USA Hockey. The membership of the OKCYHA shall be composed of the following:

Registered Participant Members -- defined as an individual who is a resident of the greater Oklahoma City metropolitan area who is involved in ice hockey competition or programs and who is in compliance with the rules and regulations of USA Hockey and OKCYHA, including registration and payment of fees. Members who have not reached the age of majority in Oklahoma shall be represented by their parents or legal guardian(s) in all OKCYHA matters.

SECTION 2.2 SUSPENSION AND FORFEITURE

Membership shall be subject to suspension or forfeiture in the event any violation of the Bylaws or Rules and Regulations occur. Suspension or forfeiture of membership may be authorized by a two-thirds (2/3) vote of the OKCYHA Directors held within 30 days of notification of the violation. Written notification of the immediate implementation of the suspension or forfeiture shall be given by certified letter within 10 days of the authorization. The decision may be appealed to a Special Suspension/Appeals Committee of three people appointed by the OKCYHA President, who shall consider the matter within five business days of the appeal request. The Special Committee shall be empowered to reverse or amend the Directors’ decision at its discretion but only in accordance with OKCYHA policy, rules, regulations and bylaws, as well as those set forth by the Texas Amateur Hockey Association and/or USA Hockey, Inc., as well as any applicable league rules.

SECTION 3.1 BOARD OF DIRECTORS

The Board of Directors shall have the control and general management of the affairs and business of OKCYHA as the Board deems proper and consistent with the Articles of Incorporation, bylaws, and any other regulations or laws to which OKCYHA may be subject to including the rules, regulations, and requirements of USA Hockey, Inc. and the Texas Amateur Hockey Association, including, but not limited to, employing a hockey development director to manage the associations daily operations. The Board of Directors shall be constituted as follows:

3.1.1 Voting Elected Directors

a. There shall be eight voting elected directors.

b. Voting Elected Directors: The Voting Elected Directors of the Board shall be the President, Vice

President, Treasurer, Secretary, Hockey Director, Director of Development, Director, and Director.

Voting Elected Directors of the Board shall be elected by the (voting) OKCYHA Voting Elected

Directors at the annual meeting.

c. New directors may be nominated by any voting director and may assume a position on the board

if the nomination is confirmed by an affirmative vote of at least Four voting directors. In the event

of multiple vacancies, an affirmative vote by three voting directors shall be sufficient to affirm the first

replacement director.

3.1.2 Ex-Officio Non-Voting Appointed Directors

The following may be appointed by the Voting Directors to serve a one-year term in the capacity as

described per appointed position listed. An incumbent ex-officio member may be re-appointed for an

unlimited number of successive one-year terms. Ex-officio members shall serve at the pleasure of the

OKCYHA President and shall report to the Voting Elected Directors.

a. Registrar/ Scheduler: One (1) Registrar/ Scheduler for the association who shall be nominated

and voted in by the OKCYHA Voting Elected Directors

b. Safety Coordinator: One (1) Safety Coordinator who shall be nominated and voted in by the

OKCYHA Voting Elected Directors to oversee the administration of the Safety program.

c. Discipline Committee Members: Three (3) Discipline Committee members who shall be

nominated and voted in by the OKCYHA Voting Elected Directors to oversee the administration of

the USAH SafeSport and other disciplinary requirements.

d. Central Oklahoma Hockey Officials Association Representative: One (1) who shall serve as the

liaison to the on-ice officials association.

e. Travel Committee: Four (4) Travel Committee members who shall be nominated and voted in by

the OKCYHA Voting Elected Directors. Each member shall oversee on of the following age groups;

10U, 12U, 14U, and 16/18/HS age groups.

f. Events Coordinator: One (1) Events Coordinator who shall be nominated and voted in by the

OKCYHA Voting Elected Directors

g. Apparel Coordinator: One (1) who shall be nominated and voted in by the OKCYHA Voting

Elected Directors to oversee all OKCYHA apparel requirements.

h. Social media/Public Relations: One (1) who shall be nominated and voted in by the OKCYHA

Voting Elected Directors

i. Fundraising Coordinator: One (1) Fundraising Coordinator who shall be nominated and voted in

by the OKCYHA Voting Elected Directors

j. House Hockey Director: One (1) House Hockey Director who shall be nominated and voted in by

the OKCYHA Voting Elected Directors to oversee all House Hockey activities.

k. 8U/Learn To Play Director: One (1) 8U/Learn To Play Director who shall be nominated and voted

in by the OKCYHA Voting Elected Directors to oversee all 8U and Learn to Play activities.

l. Team Manager Coordinator: One (1) Team Manager Coordinator who shall be nominated and voted in by the OKCYHA Voting Elected Directors to oversee all team managers.

SECTION 3.2 DUTIES OF Voting Elected Directors

The Board of Directors conduct the affairs of the OKCYHA. The duties and powers of the elected directors of the OKCYHA shall be as follows: The Voting Elected Directors of the Board shall be the President, Vice President, Treasurer, Secretary, Hockey Director, Director of Development, Director, and Director. They shall represent issues affecting all skaters in the association. The President or his/her designee shall set agendas for all meetings, shall announce issues to be voted on at meetings, and shall interact with the governing body of USA Hockey and the Rocky Mountain District on all matters of the organization. The Voting Directors shall provide the greater Oklahoma City metropolitan area representation at the annual Texas Amateur Hockey Association meetings and the Rocky Mountain District Annual meetings to the extent practicable.

President — The President shall be the principal officer and preside at all meetings of the Board of Directors and Annual Meeting. He/she shall be responsible for the carrying on of the business of the OKCYHA, subject to Board approval. He/she shall represent, in person or through his/her designee(s), OKCYHA in meetings with the Texas Amateur Hockey Association and USA Hockey. In the event of any emergency or when the President is unable to reasonably consult with the full Board of Directors in open meeting the President or his/her designee shall act in the name of the OKCYHA Board of Directors in enforcing, administering, and executing the bylaws, rules, regulations, summary suspensions, policies and procedures of the association.; provided, however, that any such action shall not be undertaken on a regular basis, shall only be effective until the next regularly scheduled meeting of the Board of Directors and shall be reported to the board at its next meeting for review and approval/disapproval.

Vice-President — The President shall be the second principal officer and preside at all meetings of the Board of Directors and Annual Meeting. The Vice-President shall sit for the President in the event of a vacant position or availability issues. He/she shall be responsible for carrying out the discipline of the association with Board approval. He/she shall represent, in person or through his/her designee(s), OKCYHA in meetings with the general membership.

Treasurer — The Treasurer shall have care and custody of all of the funds and securities of the OKCYHA and shall deposit said funds in the name of the OKCYHA in such bank accounts as the Board of Directors may determine. The Treasurer shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the OKCYHA when counter signed by the President; he/she may also sign checks, drafts, notes and orders for payment of money, which shall have been duly authorized by the Board of Directors. The Treasurer shall also provide the Executive Director of USA Hockey an annual financial report of OKCYHA operations, and all dues, fees, and assessments charged by OKCYHA to its member teams when requested.

Secretary — The Secretary shall organize meetings, give proper notice, and preparing invitations for board members and executives, build communication and collaboration between board members and executives, and acting as a conduit for information. The Secretary shall prepare materials, such as agendas, reports, and presentations, for board meetings and distributing them in advance, record minutes of board meetings and ensuring their accuracy and completeness while maintaining documentation and records of board activities, decisions, and policies.

Hockey Director — The Hockey Director shall work with the Director of Development to oversee all “Hockey” operations. The Hockey director shall ensure player safety, a fun environment, and a platform for development are the pinnacles of the position. The Hockey director will have oversight on all programming for players and coaches.

Director of Development — The Director of Development shall work with the Hockey Director to create a platform for the development of players/coaches on and off the ice. The Director of Development shall work with coaches to provide player reviews, opportunity for growth, and seek avenues to advance in the game of hockey.

Director — The Director is a supporting member of the Elected Voting Director Board who will provide support

to any of the other positions.

SECTION 3.3 COMMITTEES

The Board of Directors may designate any committees required to plan, guide, study, and regulate the various activities of OKCYHA. At least one member of any committee shall be a duly elected member of the Board of Directors. Committees must abide by the OKCYHA bylaws and operating policies, and no committee shall have the authority to commit the OKCYHA to any financial agreement or enter into a contract without the written approval of the OKCYHA Board of Directors.

SECTION 3.4 OTHER DUTIES OF THE BOARD OF DIRECTORS

The Board of Directors shall resolve any and all disputes within the OKCYHA, subject to Article II, Section 2.2 of these Bylaws. The OKCYHA Board of Directors, in keeping with and/or unless otherwise specified in the USA Hockey Rules and Regulations and Guidelines and in coordination with the OKCYHA SafeSport Coordinator, shall oversee the implementation of the USA Hockey SafeSport Program.

SECTION 4.1 ELECTION OF DIRECTORS

Voting will be held for Elected Directors at the OKCYHA annual meeting or when a vacancy arises. Each Voting Director shall have one vote of equal weight to the other Directors. When a Director is elected to fill a vacancy, he/she shall be elected to fill the remainder of term associated with the vacant position. In the event the President’s position becomes vacant, the Vice President shall act as the President and will serve the remainder of that term; the Directors will then elect a new Vice President to serve the remainder of that seat’s term. Attendance through teleconference or videoconference will be allowed in special cases and must be approved beforehand by the President.

SECTION 4.2 TERM OF OFFICE

The general managers of Arctic Edge Ice Arena and Blazers Ice Centre shall serve on the Board of Directors if they hold that position at the ice rink. In the event of a general manager’s departure or change of duties, the new general manager shall immediately assume a seat on the OKCYHA Board of Directors as a Voting Director. The other Five Directors shall be elected for three-year terms and may be re-elected twice in addition to serving the balance of an unexpired term.

SECTION 4.3 VOTES

Each Director shall have one vote in voting on all matters including the Election of Directors. The President shall vote only in the case of a tie in voting. Proxy voting will not be allowed.

SECTION 4.4 QUORUM

Voting at meetings can only take place if a quorum is present at the time the meeting starts or at the time the voting at the meeting commences. A quorum is established if a majority of those members qualified to vote are present at any regular or special meetings of the OKCYHA Board of Directors. Voting at regular meetings (as defined in V 5.2) may take place provided there are four (4) or more Directors present. A quorum must be present at the time the vote is taken. Abstentions are considered "non-votes" and are not included in the calculation to determine a majority.

SECTION 5.1 ANNUAL MEETING

The Annual Meeting shall be held each year in April or May in a place and at time determined by the President of the OKCYHA. The Secretary shall inform the Directors, in writing, of the time and place of the meeting. This notice shall be given at least fifteen (15) days, but not more than forty (40) days, prior to the date established. At the Annual Meeting, the Directors shall hold elections for Officers and Directors and conduct the affairs of the OKCYHA, subject to current USA Hockey, Inc. rules and regulations and bylaws.

SECTION 5.2 SPECIAL MEETINGS

Special meetings may be called at any time by the President or by a majority of the Board of Directors. For Special Meetings a written notice shall be sent via standard U.S. mail or electronic mail to each member of the Board stating the purpose for the special meeting and shall be sent not less than three (3) days prior to the special meeting date.

SECTION 6.1 ANNUAL DUES

Dues and/or membership fees, if any, shall be paid annually in the amount determined by the Board of Directors. Any dues, fees, and/or contributions received will be used solely for the expenses of conducting business of the OKCYHA with the funds to be expended as approved by the Board of Directors.

The OKCYHA shall annually distribute to its members, copies of its bylaws and other governing documents, and all amendments thereof or make them available on the OKCYHA website. Copies shall also be available upon request.

OKCYHA shall at all times during the OKCYHA’s tenure maintain its tax-exempt status under Section 501(c)3 of the Internal Revenue Code and more specifically with the confines of the charitable purpose set forth in Section

OKCYHA shall adopt USA Hockey SafeSport Program in its entirety. All abuse policies meet at a minimum the criteria established by USA Hockey (subject to any contrary requirements contained in state or local law applicable to OKCYHA).

The rights or interest of the Board shall not terminate except upon the happening of any of the following events: death, resignation, expulsion of a member of the Board of Directors, or dissolution or liquidation of OKCYHA.

SECTION 10.1 RESIGNATION

Any Elected or Appointed Director may resign at any time by giving written notice to the President of the Board of Directors. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the President of the Board of Directors. Acceptance of such resignation shall not be necessary to make it effective.

SECTION 10.2 REMOVAL

Any Elected or Appointed Director may be removed from office by a majority of the remaining Board of Directors. An Elected or Appointed Director can be removed from the Board or removed as an officer if he/she has missed two (2) consecutive meetings without prior notice to the Secretary of the Board of Directors citing either medical or emergency family matters. Removal in the category shall be conducted first by the OKCYHA President, notifying the non-attending Director in writing of the Board’s intention for removal, then ratified by a written majority vote of all voting Directors and Officers at the next scheduled official Board meeting. Any Association or group duly certified for Directors, whose Director was removed under this clause, shall be entitled to replace this Director with an individual of their choosing. A notice of such replacement must be submitted in writing to the Secretary within (14) fourteen days after a Director is removed.

SECTION 10.3 INTERIM REPLACEMENT

In the event of an unexpected vacancy, the OKCYHA Elected Voting Directors shall have the power to appoint an interim person. This vacancy shall be addressed at the immediate upcoming OKCYHA Board meeting.

SECTION 11.1 USA HOCKEY PREEMINENCE

The OKCYHA shall abide by and act in accord with the Articles of Incorporation, By-Laws, Rules and Regulations, Playing Rules and decisions of the Board of Directors of USA Hockey and/or its local Affiliate, and such documents and decisions shall take precedence over and supersede all similar governing documents and/or decisions of the OKCYHA (I) shall assist USA Hockey in the administration and enforcement of the provisions of the By-Laws, Rules and Regulations and decisions of the Board of Directors of USA Hockey, within and upon its members and/or within its jurisdiction and (ii) agrees to be guided by the core values of USA Hockey:

Sportsmanship—Foremost of all values is to learn a sense of fair play. Become humble in victory, gracious in defeat. We will foster friendship with teammates and opponents alike.

Respect for the Individual—Treat all others as you expect to be treated.

Integrity—We seek to foster honesty and fair play beyond mere strict interpretation of the rules and regulations of the game. Pursuit of Excellence at the Individual, Team and Organizational Levels—Each member of the organization, whether player, volunteer or staff, should seek to perform each aspect of the game to the highest level of his or her ability.

Enjoyment—It is important for the hockey experience to be fun, satisfying and rewarding for all participants.

Loyalty—We aspire to teach loyalty to the ideals and fellow members of the sport of hockey. Teamwork— We value the strength of learning to work together. The use of teamwork is reinforced and rewarded by success in the hockey experience.

SECTION 11.2 INDEMNITY

The OKCYHA shall indemnify and hold harmless USA Hockey, the Board of Directors of USA Hockey and each member thereof, the Executive Committee of USA Hockey, and each member thereof, councils and committees of USA Hockey and each member thereof, and all other elected, appointed, employed or volunteer representatives of USA Hockey from any and all claims, liability, judgments, costs, attorneys’ fees, charges and expenses whatsoever, arising from the acts and omissions of OKCYHA, except to the extent (I) that USA Hockey or its afore described representatives caused such claims, liabilities, judgments, coasts, attorneys’ fees, charges or expenses by their own intentional neglect or default or (ii) that such acts or omissions were the direct result of compliance with the Articles of Incorporation, By-Laws, Rules and Regulations, Playing Rules or decisions of the Board of Directors of USA Hockey. Further, the OKCYHA, understands and acknowledges that USA Hockey and its afore described representatives have assumed such assignment, function, office or capacity upon the express understanding, agreement and condition that they be so indemnified and held harmless to the extent described in this by-law.

SECTION 11.3 EQUAL OPPORTUNITY

OKCYHA shall provide an equal competitive opportunity, taking into account ability, physical size and other athletic criteria, to amateur athletes, coaches, trainers, managers, administrators, and officials to participate, consistent with the requirements of the Amateur Sports Act of 1978, as amended, in amateur athletic competition without discrimination on the basis of race, color, religion, age, sex, or national origin. OKCYHA shall provide for prompt and equitable resolution of grievances of its members, including fair notice and opportunity for a hearing to any amateur athlete, coach, trainer, manager, administrator, or official before declaring such individual ineligible to participate.

SECTION 11.4 INSURANCE

OKCYHA shall be covered by a general liability insurance policy and shall inform its members of the limits of that policy, and of any changes to those limits which may be made by the OKCYHA at its sole prerogative. By purchasing and maintaining the aforementioned general liability insurance policy, the OKCYHA does not assume, and indeed disclaims, any liability for any actions or omissions of OKCYHA. The OKCYHA shall also provide Directors and Officers insurance for the members of the Board of Directors.

SECTION 11.5 RESOLUTION OF GRIEVANCES

OKCYHA shall provide, through its policies and procedures, for the prompt and equitable resolution of grievances of its members, including fair notice and opportunity for a hearing to any amateur athlete, coach, trainer, manager, administrator or other official before declaring such individual ineligible to participate.

Members of the Board of Directors shall follow the Conflict of Interest Policy found in the Governance Manual.

These bylaws may be amended, revoked, rescinded or modified by a majority vote of the Board of Directors of

OKCYHA, Inc. at the Annual Meeting or at a Special Meeting called by the OKCYHA President or the Board of

Directors. Amended bylaws will be filed in a timely manner with the appropriate state or national regulatory

bodies of the OKCYHA.

Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within 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 a public purpose.

The Corporation shall only operate within the charitable purposes under §501(c)(3) of the Internal Revenue Code and more specifically with the above Section 1.3 of these Bylaws.