Delaware County Phantoms Youth Hockey Club, Inc. Bylaws

Article 1. Name
Article 2. Purpose
Article 3. Mailing Addresses
Article 4. Relationships
Article 5. Membership
Article 6. Board of Directors
Article 7. Duties of Board of Directors
Article 8 Committees
Article 9. Meetings – General Membership
Article 10. Elections
Article 11. Eligibility for Office
Article 12. Amendments to the By-Laws
Article 13. Removal for Cause
Article 14. Conduct

Article 1. Name

The name of the organization is the Delaware County Phantoms Youth Hockey Club, Inc. (hereinafter referred to as the “Phantoms” or the “Club”)

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Article 2.  Purpose

The purpose of the Phantoms shall be to (i) teach skill development to youths in the Pennsylvania, Delaware, and New Jersey area; (ii) provide the opportunity for youths to learn and play the game of ice hockey in a competitive environment under established rules and regulations; (iii) promote and improve amateur ice hockey in the aforementioned area; (vi) develop and encourage sportsmanship and team play among participants; and (v) take any and all action deemed necessary or advisable in connection with the foregoing.

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Article 3.  Mailing Addresses

The mailing address of the Phantoms will be the address of the current Treasurer of the Board of Directors.

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Article 4.  Relationships

  1. The Phantoms shall be affiliated with the Amateur Hockey Association (the “Association”) of the United States (USA Hockey), in whatever manner necessary to be in good standing and to be recognized by the Association.
  2. The Phantoms may (i) be a member of such Hockey League or Association as determined by the Board of Directors at least one month prior to the beginning of the competitive hockey season, or (ii) not be associated with such Hockey League or Association, as the Board shall determine.
  3. A financial relationship may exist between the Phantoms and certain sponsoring businesses or individuals; but sponsoring institutions shall not, by virtue of the sponsoring relationship, dictate or determine policy of the Phantoms.

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Article 5.  Membership

  1. The (i) Class A members of the Phantoms shall be those individuals serving on the Club’s Board of Directors from time to time, and (ii) Class B members shall consist of those persons meeting the conditions of membership as set forth in these By-Laws.
  2. One Parent or legal guardian of each player registered and in good standing with the Phantoms will be a Class B voting member of the Phantoms (“Voting Member”).
  3. Members of the Board of Directors shall be Class A members of the Phantoms, shall be entitled to cast one vote per person, need not be a parent or legal guardian of a player registered and in good standing with the Phantoms, and shall be deemed “Voting Members” for all purposes of these By-laws (but shall be entitled to cast only one vote as to each matter).
  4. Voting Membership will be annual, extending from player registration to player registration in each year, and Voting Membership shall automatically terminate upon (i) failure to re-register or be re-appointed in a given year (ii) the failure to be in good standing due to lack of payment or (iii) the rejection by the Board of Directors of such annual membership for cause.
  5. Duties of Voting Members:
    1. Voting Members with outstanding financial obligations due and owing to the Phantoms are not entitled to vote or to participate in club business until such time as they are deemed to be in good standing.
    2. Voting members shall support, assist and do whatever would improve the general welfare of the Phantoms and amateur hockey in the Tri-State area.
    3. Voting members may or may not  meet annually in order to :
      1. Vote on any board member up for re-election or any new proposed board member.
      2. Review and voice opinions on the operation of the Phantoms.
      3. Hear and act on a financial report by the Treasurer
      4. Approve or ratify the actions of the Board of Directors by a two-thirds majority (2/3) of the qualified voting members.
    4. Meetings of the Voting Members shall be held on the call of the Board or by written request to the President by a two-thirds majority of the qualified voting members.  The general membership shall be notified at least ten (10) days prior to such meetings of members by the available media.
    5. At the discretion of the President and with the consent of the Board, such annual meeting can be set aside if circumstance dictates.  In lieu of said meeting, such business as would be conducted shall be handled at individual team meetings or via the established media.
    6. The President shall preside at meetings of the membership of the Phantoms and shall cast the deciding vote in all tie votes of members. In the President’s absence, the Vice President shall preside and so forth down the list of officers.
    7. Recording devices of any type, are prohibited at all club meeting, including but not limited to – membership meetings, board meetings, committee meetings, coaches meetings, managers meetings, etc., without the express consent of all persons present at said meeting(s).  If a device is used to allow persons off-site to listen in or to participate in a meeting, such presence must have the consent of all persons present at said meeting(s).  Such off-site persons shall have no vote.

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Article 6.  Board of Directors

  1. The Phantoms (“Club”) shall be governed by a Board of Directors. The Board of Directors shall exercise all the powers of the Club, except such as are by law, by the Certificate of Incorporation or by the By-laws conferred upon or presented to the members of the Club. The Board shall have final authority on all matters pertaining to the administration of the Club. Such authority shall be delegated, to the fullest extent permitted by law, or at the discretion of the Board of Directors.
  2. The Board of Directors shall initially consist of those person(s) named in the Certificate of Incorporation and thereafter as amended by necessity.  The members of the Club shall vote for any sitting board of directors who are up for re-election.  Except for the President, directors shall hold office for a term of four (4) years. Board positions shall be up for re-election in a staggered format so that the least disruption possible will take place on the board.  Current Board members can continue to run for positions they hold or other positions on the Board.  The Board of Directors shall consist of such number as determined by resolution of the Board of Directors.  However the board must consist of a President, a Vice President, a Secretary, a General Manager, a Treasurer, a Registrar, a Scheduler and an Ace Coordinator.  All board members may be selected from members-at-large, or can be placed in positions by the President with the approval of the sitting Board members, or in emergency situations may be selected from current members who have been in good standing with the club for a year and who also meet the criteria set forth in these bylaws.  The mechanism for casting votes shall be set forth by the Board of Directors, but all votes must be cast by a two-thirds (2/3) majority of the qualified voting membership.
  3. Any vacancy occurring in the Board of Directors, for any cause, may be filled temporarily by the remaining board members until such time as the President, with the consent of the Board, fills the position appropriately.  Such position may be filled by qualified members-at-large who have fulfilled their allotted service or by a current club member who has been in good standing for a year.  Such person shall serve a four year term and will be up for election by the voting membership after such term has been served.
  4. A quorum shall consist of a majority of the Directors then in office. Except in cases in which the Certificate of Incorporation or these By-laws otherwise provide, the vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
  5. Members-at-large do not vote on any matter before the board.
  6. The meetings of the Board shall be conducted as follows:
    1. The Board of Directors shall meet at least once every two months throughout the year, either in person or via conference call, and at the times as determined by the President or a majority of the Board. The President shall determine the time and place of Board meetings.  Such meetings can be postponed, changed or cancelled.
    2. With the permission of the Board, except in the event of a closed meeting, all current members in good standing with the club are welcome to attend Board meetings and present items for discussion.  All items for discussion presented by such members must be provided to the Secretary of the Club a minimum of 72 hours in advance of a Board meeting.
    3. Special meetings of the Board shall be called by the President or Secretary in like manner and on like notice at the written request to the President or the Secretary or any two members of the Board of Directors. The time and place of each meeting of the Board of Directors shall be designated in the notice thereof.
    4. Closed meetings of the Board may be called by the President or Secretary in like manner or like notice by any two members of the Board of Directors.  Such closed meetings are to be attended by full board members only.  Members-at-large, current qualified club members, or interested members of the general public, may not attend.
    5. Members-at-large will be asked to leave any board meeting when matters of a sensitive nature are to be discussed.
  7. Board members or members-at-large who miss three unexcused meetings of the Board in one year shall be notified in writing that a further such absence shall cause such director or member-at-large to be no longer qualified to serve and his or her seat to be considered vacated and vacant.  The Scheduler is exempt from this rule until such time as the Scheduler becomes a voting member of the board.  At such time, the bylaws will be amended to accommodate.
  8. For the general maintenance of the Club, the Board shall always consist of a President, Vice President, Secretary, General Manager, Treasurer, Scheduler, Registrar, and Ace Coordinator.
  9. Additional directorships shall be added as determined necessary by the President with the approval of the sitting Board members.   This includes, but is not limited to any directorships of affiliates connected with the Club (i.e. a separate girls division, a junior division, an in-house limited travel division, an in-house non-travel division, a special needs division, etc.).  Additional descriptions of the duties of such additional Board members shall be amended into these bylaws as necessary.  Such additional Board members shall serve a term of four years and will be up for election by the voting membership after such term has been served.
  10. The Board of Directors shall have, but is not limited to the following powers/responsibilities:
    1. The Board shall have responsibility for the oversight of the Club.
    2. The Board shall have the power to raise money through solicitation of gifts or sponsors and through the collection of fees from playing and voting members.
    3. The Board shall have the power to rule on questions of eligibility of playing members within the provisions of Articles 2 and 14.
    4. The Ace Coordinator and the President, with the approval of the Board shall select, or approve the selection of, coaches.
    5. The General Manager, with the consent of the Board shall select, or approve the selection of team managers.
    6. The Vice President will represent the Club at the league.  The Vice President shall also act as Ombudsman or Arbiter of Discipline for the Club, either alone or with the assistance of the General Manager or any other board member. The Vice President has full disciplinary discretion.
    7. The Board may appoint such committees, which may have tenure of no longer than one year, as it shall deem necessary to the efficient operation of the Club or its programs. The Board may delegate the power of such appointment to the President.
    8. The Board shall provide sufficient and proper insurance for all activities of the Club.
    9. The Board shall have the responsibility and authority to establish operations and conduct policy.
    10. Any Board member may resign at any time upon written notice to the President.  At that time the President shall appoint a replacement for said director with the approval of the Board.  Such replacement can come from a pool of qualified members-at-large or at the President’s discretion be chosen from any current qualified member who has been in good standing with the club for a year.  Such person shall serve a four year term and will be up for election by the voting membership after such term has been served.
    11. Meetings of the Board of Directors shall be presided over by the President or in his or her absence by the Vice President or in his or her absence by the General Manager.  The Secretary shall act as secretary of the meeting; but in his or her absence the chairman of the meeting may appoint any person to act as secretary of the meeting.  If a 2/3’s majority of the Board Members cannot be present for a meeting, or if circumstances exist to preclude said meeting, any meeting can be postponed to a later date or cancelled at the discretion of the President.
    12. An individual shall not be qualified to serve upon the Board, if such individual would have as a co-member of the Board a current or former spouse, or other family member.
    13. An individual shall not be qualified to serve upon the Board, if such individual is the spouse of a head coach.
    14. An individual shall not be qualified to serve upon the Board, if such individual is not a current member in good standing for a year.
  11. Annual Meeting of Members.
    1. The business of the Annual Meeting of Members may comprise, but is not limited to – 1) election of any board member whose term is up for re-election; or a new board member; 2) proposal of new business of  the Club; 4) presentation of proposed amendments to the bylaws of the club; 5) any subject deemed worthy of discussion by the Board of Directors; 6) any topic that a current qualified member of the club wishes to bring to the attention of the club members as covered under Article 15, item b.
    2. For other business to be properly brought before an annual meeting by a current member of the club, the member must have given timely notice thereof in writing to the Secretary of the Club and any such proposed business must constitute a proper matter for a member action. To be timely, a member’s notice shall be delivered to the Secretary of the Club no later than 72 hours before the annual meeting.  Such member’s notice shall set forth: (a) such person’s name, (b) the topic the member wishes to bring to the discussion.  To bring forth a topic for discussion at the annual meeting, such member must be a current member in good standing for the season in which the annual meeting is being conducted.  All topics brought forth for discussion must be deemed relevant by the Board of Directors and then placed on the agenda.
    3. At the discretion of the President and with the consent of the Board, an annual meeting can be set aside if circumstance dictates.  In lieu of said meeting, such business as would be conducted, can be handled at individual team meetings or via the established media.

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Article 7.  Duties of Board of Directors

  1. President
    1. The President shall, but is not limited to:
      1. Preside at meetings of the Board.
      2. Preside at meetings of the voting membership.
      3. Practice general administration of the various function and responsibilities of the Board.
      4. Appoint committees if the power is delegated by the Board.
      5. Prepare, along with the Ace Coordinator, a slate of head coaches for Board approval.
      6. Cast deciding vote in case of tie.
      7. The President shall remain in office until he or she decides to step down or is unable to continue in office.
      8. The immediate Past President will become a voting member of the Board after he or she have left the position if so desired, as long as the immediate Past President is not then an officer, official, advisor, coach, assistant coach, or manager of any ice hockey club team, other than the Phantoms.
      9. The President shall appoint replacements for any vacancy on the Board with the approval of the sitting Board members.
  2. Vice President
    1. The Vice President shall, but is not limited to:
      1. Preside at meetings in the absence, for any reason, of the President.
      2. Represent the Club with the Hockey League and Association determined as provided in Article 4.
      3. Generally assist the President in the administration of the Club.
      4. Present the slate of coaches for each team for Board approval.
      5. Act as the Ombudsman (Discipline) either alone or with the assistance of the General Manager or any other board member to form a Discipline Committee if necessary.  The Vice President has full disciplinary discretion.
  3. Secretary
    1. The Secretary shall, but is not limited to:
      1. Publicly announce all meetings of the Club.
      2. Prepare and maintain minutes, and other documents of the Club.
      3. Assist the Vice President in the event the office of President becomes vacant for any reason until a new President can be selected by the Board of Directors.
  4. Treasurer
    1. The Treasurer shall, but is not limited to:
      1. Receive all funds due the Club and deposit these funds in banks designated by the Board.
      2. Make payment for all expense authorized by the Board. Prior approval of the Board will be required for all expenses to be charged to the Club for services rendered by members and non-member for any purchase in excess of $500.
      3. Maintain an accurate and up-to-date record of all funds received and disbursed and report same at each regular Board meeting.
      4. May present a financial report at the annual meeting, if such meeting is held, covering the past year.  This report to be audited by an Audit Committee if one is formed, before the annual meeting.
      5. Preside over the Fundraising Director if there is one.
  5. Scheduler
    1. The Scheduler shall, but is not limited to:
      1. Coordinate selection of ice times for all home and away league and non-league events.
      2. Communicate changes in established schedules to appropriate team representatives and League representatives, referee schedules and rink manager.
      3. \
      4. Keep a record of ice time scheduled for the Club.
      5. Confirm the upcoming weekend games.
  6. Registrar
    1. The Registrar shall, but is not limited to:
      1. Be responsible for accurate registration and records of the playing members including all registration forms, contracts, waivers, birth certificates and other such documents as deemed necessary by the Phantoms and/or all governing organizations.
      2. Provide timely updates to such records to the appropriate organizations or individuals.
  7. Ace Coordinator
    1. The Ace Coordinator shall, but is not limited to:
      1. Be responsible for choosing the slate of coaches for each season and along with the President, present this slate for approval to the Board members.
      2. Be responsible, with assistance from the President and the Vice President as required, for the governance of all coaches.
      3. Provide all head coaches and assistant coaches with the information necessary for the maintenance of their teams and for the season
      4. The Ace Coordinator may hold the position of a head coach while serving as a board member
  8. General Manager
    1. The General Manager shall, but is not limited to:
      1. Be responsible for the selection and/or approval of all team managers.
      2. Provide training and communication to managers on their duties to each team.
      3. Communicate all information relating to managers duties and responsibilities for the teams during the season.
      4. Communicate all league information to the managers.
      5. Communicate all club information to the managers.
      6. Conduct periodic meetings with the managers to determine the welfare of their respective teams.
      7. Assist the Vice President in Disciplinary matters.
  9. Web Master
    1. The web master shall, but is not limited to:
      1. Designing and maintaining the Club’s website.

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Article 8  Committees

  1. Audit Committee:  The Audit Committee, if one is deemed to be required by the President with approval of the Board, shall consist of three members of the Board excluding the Treasurer.  It shall audit the annual financial report prior to the presentation at the report prior to the presentation at annual meeting.  The Audit Committee may solicit an outside, independent audit on behalf of the Club.
  2. Special Committee: Special committees may be appointed by the President with the approval of the Board.

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Article 9.  Meetings – General Membership

  1. An annual meeting of the Phantoms may be held in March, or at such other time as may be determined by the Board of Directors.  The date of such meeting shall be set by the Board of Directors and publicly announced at least ten days in advance of the said date through the established media.  At the discretion of the President and with the consent of the Board, such annual meeting can be set aside if circumstance dictates.  In lieu of said  meeting, such business as would be conducted, can be handled at individual team meetings or via the established media
  2. Special meetings of the general membership may be called.  Such meetings must be called at least thirty days prior to the proposed meeting and announced at least two weeks in advance in the same manner as a regular meeting.  Such Special meetings can be called by the President, or upon request of a majority of the Board, or by petition signed by two-thirds (2/3) of the whole of the current qualified membership for that season.  Such special meetings petitioned by members must be filed with the Secretary of the Club, 30 days in advance of the proposed date for the special meeting and the topic of such special meeting must also be provided.  Such petition can be set aside by the Board, if the topic is considered not necessary to be addressed at a special meeting.  Such topic if set aside, may be re-addressed at an annual meeting.
  3. Any meeting of the members, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting for which the adjournment is taken.  At the adjourned meeting, the Club may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty days, or if after the adjournment, a new date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each member by the media available.
  4. Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, at each meeting of the members the presence in person of two-thirds (2/3) of the qualified membership shall be necessary and sufficient to constitute a quorum.  In the absence of a quorum, the members so present may, by majority vote, adjourn the meeting from time to time until a quorum shall attend.
  5. Meetings of the members shall be presided over by the President, or in his or her absence by the Vice President, or in his or her absence by another Director, for the remainder of this article will be identified as the chairperson of the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence, the chairperson of the meeting may appoint any person to act as secretary of the meeting.  The chairperson of the meeting shall announce at the meeting of members the time of the opening and the closing for each matter upon which the members will hold a discussion or hold a vote.  The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of members as it shall deem appropriate.
  6. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairperson of the meeting of members shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairperson, are appropriate for the proper conduct of the meeting.  Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairperson of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to members of the Club, as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants.  Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of members shall not be required to be held in accordance with the rules of parliamentary procedure.
  7. Article 5, item 7 applies herein.

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Article 10. Elections

  1. Election of the Board shall occur at an annual meeting of the membership, and shall be accomplished for each directorship that is up for re-election, by a two-thirds (2/3) majority vote of the qualified voting membership.  All voting members must be current members in good standing for a year.  Only current members in good standing can vote, with one vote per member family.  The persons receiving the highest number of votes, to the extent of the number of vacancies, shall be elected.  In the event of a tie, a runoff election will be conducted.  The mechanism for casting votes shall be set forth by the Board of Directors.

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Article 11.   Eligibility for Office

  1. Anyone who proposes to be a member of the Board, must serve as a member-at-large for two (2) years before being considered for a board position.  A member-at-large must maintain their good standing or resign.  Anyone who proposes to be a member-at-large, must be a member in good standing for a year before petitioning to be a member-at-large.
  2. Anyone who subscribes to the purposes of the Club, and whose intent is for the betterment of the club and not personal interest or enrichment, or the interest or enrichment of family or friends; who shows great interest in hockey, and who possesses the necessary skills for a specific office on the Board may be selected for the Board after they have fulfilled the requirements.
  3. In the case of a General Manager vacancy, eligibility depends on that person being a current member in good standing for a year.  That person must also have served as a team manager for at least two years.  If no current member-at-large meets this requirement, the President, with the consent of the Board may select a person from the membership who meets the stated qualifications.  Such person shall serve a four year term.
  4. A club member, who is not in good standing for a year, may not be a Board member, nor may they petition to be a member-at-large until they have maintained a good standing for a year.
  5. Any club member who has been suspended, currently involved in the appeal process, under any type of investigation, or any member who has caused controversy or threatened the club, or any club member, in any form during the past three seasons may not be considered for a Board position.
  6. No head coach or team manager may be considered for a Board position while they continue as head coach or team manager.  A head coach or team manager who wishes to serve on the board must vacate their position and apply to be a member-at-large.  No head coach or team manager who is related to a board member shall be a board member or member-at-large.  The Ace Coordinator is exempt from the head coach position rule.
  7. A Board member may be selected from a pool of members-at-large, or at the discretion of the President and with approval of the Board, can be chosen from the current members in good standing who meet all requirements stated in these bylaws.  Such selected person shall serve a four year term and will be up for election by the voting membership after such term has been served.
  8. Vacancies of the Board shall be filled by the President with the approval of the sitting Board members.  Such selected person shall serve a four year term and will be up for election by the voting membership after such term has been served.

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Article 12.   Amendments to the By-Laws

The By-laws may be amended by the Board of Directors.  Or may also be amended by a two-thirds (2/3) majority of the voting membership present and qualified to vote at an annual meeting.  Such majority must be comprised of a two-thirds (2/3) majority of the existing and current voting membership for that season in which the annual meeting is held.  Written notice setting forth the proposed amendment must have been presented at a regular or special membership meeting at least 30 days prior to the meeting at which the vote shall occur.

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Article 13.   Removal for Cause

Officers and Board members may be removed from office and/or Board for cause by a two-thirds (2/3) majority vote of the Board.  Likewise, Managers and Coaches may be removed for cause by a two-thirds (2/3) majority vote of the Board.

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Article 14.   Conduct

  1. Club members shall be responsible for ensuring that they, their spouses, their family members, their guests and player(s) conduct themselves and behave in a mature and sportsmanlike manner at all times during which players are participating in Club activities, and that coaches, players, and officials are at all times treated in a respectful and non-abusive manner.
  2. In the event that a Club member or their spouse, their family members, their guests or player(s) fail to conduct themselves in the proper manner as required by these bylaws, the Board of Directors shall have the authority and power to take appropriate disciplinary action, which action may include but is not limited to the requirement that the offending party be precluded for a stated period of attending and/or participating in Club games, practice and other activities.  The Vice President in his or her capacity as Disciplinary Officer (Ombudsman) shall be given province of judgment by the Board and has full disciplinary discretion.  In the absence of the Ombudsman, any member of the Board shall, in a situation deemed an emergency situation, shall take temporary disciplinary action, after which the Board shall endeavor to provide all parties concerned with the opportunity to be heard before further action is taken
  3. The Board of Directors has the right to reject any application for Club membership for a coming year to anyone, regardless of whether the applicant is a current or a potential member.

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Effective – February 1998
Amended - April 2010
Amended - March 2013