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A NON-PROFIT CORPORATION
In compliance with the requirements of the Washington Nonprofit Corporation Act as set forth in Chapter 24.03, Revised Code of Washington, the undersigned resident of the State of Washington, and of the age of twenty-one (21) years or more, as incorporator of a nonprofit corporation, hereby adopts the following Articles of Incorporation.
ARTICLE I - NAME
The name of the corporation is Seattle Women's Hockey Club, a nonprofit corporation (herein referred to as the "Corporation").
ARTICLE II - REGISTERED OFFICE
The initial registered office of the Corporation is located at 5715 Kirkwood Place North, Seattle, Washington, 98103.
ARTICLE III - REGISTERED AGENT
Susan Engel, whose address is 5715 Kirkwood Place North, Seattle, Washington, 98103, is hereby appointed the initial registered agent of the Corporation.
ARTICLE IV - DURATION
The Corporation shall exist perpetually.
ARTICLE V - PURPOSE AND POWERS
5.1 Purposes
The Corporation is organized to conduct activities which are exclusively for charitable and educational purposes. With the forgoing limitation, the Corporation is organized for the purposes of:
a. Providing a place for women to play ice hockey;
b. Providing training and monies for women to continue their education and training in the sport of ice hockey in an atmosphere of cooperation and competition. Team members will be encouraged to participate at their own pace and will be given the chance to play at whatever level they can manage. Women will be allowed to belong at any level of involvement, whether they view the practices as an aerobic exercise or as a stepping stone to national and international levels of play; and
c. Coaching will be provided in the form of a head coach and an assistant coach. Coaches will foster a spirit of cooperation and friendly competition among the members. They will set an example of sportsmanship for the group and provide leadership in addition to coaching the players.
5.2 Powers
To carry out its designated purposes, the Corporation shall have the following powers:
a. To solicit money from any and all sources.
b. To acquire (by gift, purchase, or otherwise), own, develop, maintain, lease, sell, transfer, exchange, or otherwise dispose of real or personal property in furtherance of the purpose of the Corporation.
c. To lend and borrow money, and to mortgage, pledge, deed in trust, or hypothecate and or all of its real or personal property as security for monies borrowed or debts incurred, provided that any such action shall have the consent of two-thirds (2/3) of the members entitled to vote and shall be in furtherance of the purposed of the Corporation.
d. To employ employees, and to contract for property or services as necessary or appropriate for corporation purposes.
e. Without limitation of the foregoing, to have and to exercise any and all other powers, rights, and privileges which a corporation organized under the Washington Nonprofit Corporation Act (RCW Chap. 24.03), or the corresponding provisions of any further legislation, may now or hereafter have or exercise, except that the Corporation has no power to lend money or credit to its members, Directors, or employees.
5.3 Income Tax Status
Notwithstanding any other provisions of these Articles, the Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal Income Tax under Section 501 (c) 3 of the Internal Revenue Code, or by a corporation, contributions to which are not deductible under Section 170 (c)(2) of the Internal Revenue Code, and the Federal Income Tax exemption of this Corporation pursuant to such legislation.
No part of the net earnings of the Corporation shall inure to the benefit of any director, office or employee of the Corporation, or to the benefit of any of any one individual; no director, office or employee of the Corporation shall received or be lawfully entitled to receive any pecuniary benefit of any kind, except reasonable compensation for services rendered in effecting one or more purposes of the Corporation. Mo part of the activities of the Corporation shall consist of carrying on propaganda or other wise attempting to influence legislation. The Corporation shall not participate in, nor intervene in (including by means of the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
During any period of time in which the Corporation is deemed to be a private foundation as defined in Section 509 of the Internal Revenue Code of 1954 as amended, anything contained in this certificate notwithstanding, the Corporation is prohibited from engaging in any act of self-dealing (as defined in section 4941 (d) of the Internal Revenue Code of 1954, as amended); from retaining any excess business holdings (as defined in section 4943 (c) of the said Code, as amended); from making any investments in such manner as to subject the Corporation to tax under section 4944 of said Code; from making any taxable expenditures (as defined in section 4945 (d) of the said Code, as amended); the income of the Corporation for each taxable year shall be distributed at such time an in such manner as to not subject the Corporation to tax under section 4942 of the said Code.
ARTICLE VI - BOARD OF DIRECTORS
6.1 Board of Directors
The affairs of this Corporation shall be managed by a five person Board of Directors. The number of Directors may be changed by amendment of the Articles. The business and affairs of the Corporation shall be managed by the Board of Directors. The names and addresses of the persons who will serve in the capacity of the initial directors until the election of their successors are:
| Patty Rolfe | | 13268 NE 182nd Street
Woodinville, WA 98072 |
| Madeline Oldham | | 1512 NW 63rd Street
Seattle, WA 98107 |
| Jennifer Thwing | | 1442 NW 63rd Street, #202
Seattle, WA 98107 |
| Donna Vulin | | 14702 93rd Blvd. NE, Apt. F204
Bothell, WA 98011 |
| Angie Tom | | 301 N. Greenwood Circle, #4
Seattle, WA 98103-3035 |
6.2 Qualification of Directors
Each director must be a voting member of the Corporation.
6.3
All matters relating to terms of office, election of directors, filling vacancies on the Board of Directors, regular and special meetings of the Board, notice and waiver of notice, quorum and adjournment, and telephone meetings shall be spelled out in the Corporation's Bylaws.
6.4 Removal of Directors
Any director may be removed, with or without cause, by two-thirds (2/3) of the votes cast by members having voting rights with regard to the election of any director, represented in person at a meeting of the members at which quorum is present.
6.5 Contracts in Which Director Have an Interest
Any contract or other transaction between the Corporation and any Corporation or association or other entity of which one or more of the Corporation's directors are stockholders, members, directors, officers or employees shall be valid for all purposes notwithstanding the presence of such interested director or directors at the meeting of the Board of Directors which acts upon such contract or transaction. If the interest shall have been disclosed to or known by the Board of Directors, the interested director shall have abstained from voting with respect to such contract or transaction and such contract or transaction shall have been approved by the affirmative vote of two-thirds (2/3) of the disinterested officers.
ARTICLE VII - OFFICERS
7.1 Officers
This Corporation shall have a President and a Vice President, a Secretary, a Treasurer, or a Secretary-Treasurer, who shall be members of the Board of Directors.
7.2 Election of Officers
The officers of the Corporation shall be chosen by the Board of Directors.
7.3 Removal of Officers
The Board of Directors may, by majority vote, remove any officer whenever in its judgment, the best interests of the Corporation shall be served thereby; provided however, that written notice of such proposed removal shall be given to the officer sought to be removed not less than ten (10) days prior to the meeting at which such proposal is to be voted upon.
ARTICLE VIII - MEMBERSHIP AND VOTING RIGHTS
8.1 Members
The Corporation shall be made up of voting members.
8.2 Qualification of Members
All members shall be members of the USA Hockey Association and shall be dues paying members of the Seattle Women's Hockey Club, whose dues are not in arrears.
8.3 All matters relating to membership meetings, quorum and adjournment, voting at member meetings, and informal action by members shall be in the Bylaws of the Corporation.
ARTICLES IX - DISSOLUTION
9.1 Voluntary Dissolution
The Corporation may be voluntarily dissolved with the written assent of not less than two thirds of the voting members of the Corporation.
9.2 Distribution of Assets Upon Dissolution
In the event of any dissolution in liquidation, other than incident to a merger or a consolidation, the net assets, both real and personal, of the Corporation remaining for distribution after the payment of all liabilities shall, except as otherwise prescribed by law, be distributed as follows:
9.2.1
Such net assets of the Corporation shall be conveyed or dedicated to one or more an appropriate corporations or organizations which carries on activities, if practicable, the same as those in which the Corporation is engaged which corporation or organization is exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954.
ARTICLE X - APPLICABLE LAW
As used in these Articles, or in the Bylaws of the Corporation, the term "Internal Revenue Code" shall mean the Internal Revenue Code of 1954, as amended and the corresponding and applicable provisions of any future United States Internal Revenue Law.
ARTICLE XI - AMENDMENTS
These Articles of Incorporation may be amended from time to time by the affirmation vote of two-thirds (2/3) of the voting members of the organization.
ARTICLE XII - INCORPORATOR
The name and address of the incorporator is Susan Engel, 5715 Kirkwood Place North, Seattle, WA 98103. Dated this 25th day of November, 1997.
MEMBERSHIP, MEETINGS AND VOTING RIGHTS
Meetings.
The board of Directors shall call a general meeting of the membership of the Corporation at least twice per year. The first such meeting shall be in August of each year, at which time the financial report will be presented to the members, and dues for the upcoming year will be announced. The second general meeting shall be called in November for the purpose of election of the directors and other business that may arise. Both general meeting shall be at the time and location of the Board of Directors may select. The Board of Directors shall inform the members in writing of the time and place of these meetings not less than two (2) weeks prior to such meetings. All other meetings shall be at a time and place that the Board shall select with notification accessible to all members. All meetings shall be conducted according to Roberts Rule of Order.
Special meetings.
Special meetings of the members may be called by the president, by a majority of the Board of Directors, or by a written petition confirming the affirmative vote of 25 percent or more of the voting members. In the event that a special meeting is called by the affirmative vote of 25 percent or more of the membership, the Board of Directors is to be notified within 48 hours of such vote. The Board of Directors shall give notice of all special meetings in writing to all members not less than seven (7) days prior to such meeting.
Quorum and Adjournment.
The presence, in person, of the holders of a majority of the votes entitled to be cast shall constitute a quorum at a meeting of the members. A member shall be entitled to vote if she is in good standing with the club, as defined by Article 8.2 of the Articles of Incorporation. If a quorum shall not be present, a majority of the members present in person may adjourn the meeting without notice until a quorum is present. At an adjourned meeting at which a quorum is present, and business may be transacted which could have been transacted at the meeting as originally called.
Voting at Member Meetings.
Each member entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of members. Such votes may be cast in person only. In the event of a tie, votes shall be recast by the general membership, and the Board of Directors shall sit out.
Cumulative Voting.
At each election for directors, every member entitled to vote at such election shall have the right to cumulate her votes, giving one candidate as many votes as the number of such directors multiplied by the number of her votes shall equal, or by distributing such votes among any number of candidates. Votes shall be cast by secret ballot.
Informal Action by Members.
Any action required to be taken or which may be taken at the meeting of the members may be taken without such meeting if a consent, in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.
BOARD OF DIRECTORS
Terms of Office.
The initial directors as listed in the Articles of Incorporation, shall assign one-year terms to two of the original five directors, and two-year terms of three said directors. Thereafter, every director shall hold office for two years after her election or appointment and until her successor is elected.
Election and Vacancies.
The persons receiving the greatest number of votes at an annual meeting of the general membership shall be the directors. Vacancies on the Board of Directors shall be filled by the affirmative vote of the majority of the general membership. A special meeting of the general membership shall be called by the Board of Directors for this purpose, following the guidelines for meetings outlined in Section 1. Any director elected to fill a vacancy will serve out the term of the original director she has replaced.
Fair Distribution of Board Members.
Each team within the club shall have comparable representation on the Board of Directors. The Board shall always have an odd number of directors.
Regular and Special Meetings of the Board and Notice.
The Board of Directors shall meet each year immediately after the annual meeting of the members and shall elect officers and consider other business. Special meetings of the Board may be called at any time by the president, vice president, or any of the two directors. Notice of each special meeting setting forth the time and place shall be given to each member at least seven days before the meeting.
Quorum and Adjournment.
At all meetings of the Board the presence of four of the directors shall be requisite to constitute a quorum for the transaction of business. The acts of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of Directors. In the absence of a quorum, the directors may adjourn the meeting until a quorum shall be present. At an adjourned meeting at which a quorum in present, any business may be transacted which could have been transacted at the meeting originally called.
Telephonic Meetings.
Any regular meeting or special meeting of the Board of Directors of this Corporation may be held by telephonic contact between the parties upon notice duly given.
Minutes.
Minutes of each Board meeting shall be made available to all members not more than two weeks after such meeting.
DUES
Dues.
Dues for members shall be set by the Board of Directors prior to September 1 of each year.
Registration Fee.
A non-refundable registration fee for all members shall be set by the Board of Directors prior to September 1 of each year.
Refund Policy.
All requests for refunds shall be given to the Board of Directors in writing. The Board must respond within two weeks of the receipt of the request. Refunds will be given on a pro-rated basis for the following reasons: injury, health reasons, or if the member is moving out of the area. Any other request shall be considered and decided upon by the Board of Directors. Any disputes shall be settled by an outside arbitrator to be agreed on by both parties.
OTHER
Upon request in writing from a voting member, the Board of Directors will provide any and all copies requested of the Corporation's back statements within 10 days of receipt of the request.
The President of the Board of Directors shall also be titled the Registered Agent with the State of Washington. Appropriate paperwork must be completed and filed with each new President.
The Seattle Women's Hockey Club Code of Conduct must be followed by all members. All members will be provided with a copy of the Code of Conduct.
The Seattle Women's Hockey Club Grievance Policy must be followed by all members. All members will be provided with a copy of the Grievance Policy.
AMENDMENT OF BYLAWS
These Bylaws may be amended by a vote of a two-thirds majority of the members entitled to vote at a meeting at which a quorum is present.
SEATTLE WOMEN'S HOCKEY CLUB
The following conduct guidelines are based on the premise that everyone participating in the Seattle Women's Hockey Club (SWHC) is doing so voluntarily, and solely for the purpose of playing ice hockey. While ice hockey is a competitive sport, it is assumed that a spirit of cooperation and support will exist among the club members. Any SWHC participant who willfully performs any act that substantially interferes with or is detrimental to the orderly operation of the SWHC program shall be subject to discipline, suspension, or expulsion. Any such acts by participants on or off the ice at any time during the season constitute sufficient cause for discipline, suspension, or expulsion. Such acts shall include, but are not limited to, the following:
- Failure to demonstrate courtesy, fairness, and respect for other participants, spectators, coaches, board members, SWHC property, or other property.
- Creation of dissension among any members of the SWHC, including but not limited to slander, misrepresentation, or falsification.
- In cases where a conflict, complaint, or concern arises, failure to follow the steps outlined in the SWHC Grievance Policy.
The Seattle Women's Hockey Club (SWHC) recognizes that there will be occasions where conflicts, complaints or concerns will arise in the course of group interaction. The SWHC expects that the players involved will make a good faith effort to resolve such situations amongst themselves. However, the SWHC also recognizes that this cannot always be accomplished. This Grievance Policy has been designed to ensure that all players are given an adequate opportunity to have any issues redressed before they become detrimental to the players involved or to the orderly operation of the SWHC program. In cases where issues arise which cannot be readily resolved among the players involved, the steps below shall be followed:
The player(s) involved shall bring their issues to the attention of the captain of the affected team so that a mutually acceptable solution can be determined.
In cases where the captain of the team is unable to arrive at an acceptable solution, the player(s) involved and the captain shall then bring the issues to the coach of the team, so that a mutually acceptable solution can be determined.
In cases where the coach is unable to arrive at an acceptable solution, the player(s) involved, the captain, and the coach shall bring the issue to the attention of the board, who shall review the situation.
In cases where the captain, upon being presented with a grievance, is unwilling to determine an acceptable solution, the player(s) may bring their issues directly to the coach. If the coach is unwilling to determine a solution, the player(s) may bring their issue directly to the board, who will review all grievances. In no case may a captain or coach be intentionally bypassed without having been given an opportunity to review the situation and determine a solution.
When a grievance is brought to the attention of the board, a meeting shall be convened, to which all the members involved in the grievance, including the coaches and captains of the affected teams, shall be requested to attend. Attendance by the player(s) bringing the grievance is mandatory. At this meeting, all players involved will have an opportunity to present their issues to the board, who will decide upon a binding resolution. If the player(s) bringing the grievance fail to appear at such meeting, it will be determined that the grievance is without grounds. In any case where the steps outlined by the Grievance Policy are not adhered to, the player(s) involved will be considered in violation of the SWHC Code of Conduct, and subject to appropriate discipline.
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