The RILAX mission is to grow, unify, and promote men’s and women’s lacrosse in Rhode Island with emphasis in the development of youth lacrosse. RILAX will operate by the coordinated efforts of the sport’s constituencies working together in a respectful and professional manner. RILAX will strive to improve the level of sportsmanship, individual skills, and team skills of all involved in the youth and high school levels. RILAX will strive to establish mutually beneficial relationships with the state’s high school and college teams while offering post-collegiate playing opportunities where practical. RILAX will serve as a source of information and guidance to the lacrosse community in Rhode Island. RILAX is the local affiliate of US Lacrosse, the national governing body of Lacrosse.

 

 Section 1.01.   Registered Office. The registered office of the corporation shall be the address of the Treasurer or such other address that may be designated by the Executive Committee from time to time.

 

 Section 1.02.   Fiscal Year. The fiscal year of RILAX shall begin on the first day of January in each year. 

 

(Board of Directors and Meetings))

 

 Section 2.01.   Powers. RILAX does not have any members and in accordance with Title 7, Chapter 7-6 of the Rhode Island Nonprofit Corporation Act, §7-6-20(d), the board of directors shall have sole voting power and authority to conduct, manage, and direct the business and affairs of RILAX. All powers of RILAX are hereby granted to and vested in the board of directors except to the extent the board of directors, in accordance with Title 7, Chapter 7-6 of the Rhode Island Nonprofit Corporation Act, §7-2-6, has designated and appointed, one or more committees, each of which shall consist of two (2) or more directors, for purposes of having and exercising all the authority of the board of directors with respect to the designated subject matter of the committee, except for those specific matters excluded pursuant to §7-6-26(1) through §7-6-26(6) of the Rhode Island Nonprofit Corporation Act.

 

 

Section 2.02.  

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Section 2.03 Number and Term of Office: The board of directors shall consist of an adult member of US Lacrosse over the age of 18 years residing in the State of Rhode Island representing each of the following constituent groups in Rhode Island:

Each director shall hold office for two years or until a successor shall have been elected and qualified, except in the event of death, resignation, or removal. An individual may be elected to represent more than one constituent group on the Board of Directors. If a single individual is elected as a board member to represent more than one constituent group, that individual shall have only one vote as board member regardless of how many constituent groups that individual represents as a board member.

  

 Section 2.04.   Vacancies.  

 

 (a) The board of directors may declare vacant the office of a director if such director is declared of unsound mind by an order of court, or convicted of felony, or in accordance with the procedures outlined in Section 9.04 herein, or if within 90 days after notice of selection, the director does not accept such office either in writing or by attending a meeting of the board of directors.

 (b) Any vacancy or vacancies in the board of directors because of death, resignation, removal in any manner, disqualification, an increase in the number of directors, or any other cause, may be filled by a majority of the remaining members of the board of directors even though less than a quorum may be present, at any regular or special meeting; and each person so elected shall be a director to serve for the balance of the unexpired term.

 

 Section 2.05.   Place of Meeting. Meetings of the board of directors may be held at such place as the board of directors may from time to time appoint, or as may be designated in the notice of the meeting. All meetings shall be conducted in accordance with Robert’s Rules of Order, 10^th Edition.

 

 Section 2.06.   Regular Meetings. The Board of Directors shall meet as often as needed to conduct the affairs of RILAX, but in no event shall meet no less than four times in each fiscal year. At such meetings, the directors shall transact such business as may properly be brought before the meeting. To the extent feasible, the regular board meeting shall be on the same day at the same time at the same place each month to ensure the best possible attendance. Notice of regular meeting shall be provided at least 30 days prior to the date of the meeting, and shall specify the time and date of the regular meeting.

 

 Section 2.07. Annual Meetings.  Once a year there shall be an annual open meeting of the Board of Directors for all constituent groups of RILAX and adult members of US Lacrosse over the age of 18 years residing in the State of Rhode Island. All program directors, youth delegates and coaches for the Recreational Youth Leagues shall be requested to attend the annual open meeting and are expected to make every reasonable effort to attend. Notices of the annual open meeting shall be sent to all adult members of US Lacrosse over the age of 18 years residing in the State of Rhode Island. At the annual meeting an orientation presentation shall be made by the board of directors explaining and reviewing the organizational structure of RILAX, its mission statement, its affiliation and responsibility to US Lacrosse, the purpose and function of the board members, the various committees established herein, program directors, the geographic delineation of the Recreational Youth League, registration and game rules, and such other information as appropriate and necessary to provide a comprehensive overview of RILAX. The purpose of the orientation presentation is to ensure and promote uniformity of procedures throughout the organization and its constituent groups and to encourage adoption by the constituent groups of the best practices utilized by the various constituent groups of RILAX.

 

 Section 2.08. Special Meetings. Special meetings of the board of directors shall be held whenever called by the president or by two or more of the directors. Notice of each such meeting shall be delivered to each director either by telephone, e-mail or in writing at least 72 hours before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting.

 

 

A quorum shall exist for any board meeting if seven (7) board members are present at a Board meeting. Every director shall be entitled to one vote. Except as otherwise specified in the articles or these bylaws or provided by statute, the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the board of directors.    In the absence of a quorum, a majority of the directors present and voting may adjourn the meeting from time to time until a quorum is present.

 

 Section 2.10. Authority of the Board Members, The directors shall act only as a board and the individual directors shall have no power as such, except that any action which may be taken at a meeting of the directors may be taken without a meeting, if a consent or consents in writing setting forth the action so taken shall be signed by all of the directors in office and shall be filed with the secretary of RILAX. 

 

 Section 2.11.   Debate Privileges. Only elected members of the Board of Directors may participate in any discussions and debate at the regular meetings of the Board of Directors, unless a written request by a non-board member is submitted to the President of the Executive Committee 48 hours prior to the meeting and a majority of Board Members in attendance at the meeting vote to allow a non-board member to attend and participate in the meeting. This provision shall not be construed to apply to third parties invited to Board meetings for purposes of making a presentation or providing information to the Board as requested by a Committee or Board member.

 

 Section 2.12.   Proxy Rights Any Board member may designate an adult member of US Lacrosse over the age of 18 years residing in the State of Rhode Island to appear on his behalf at any Board meeting to debate, discuss and vote on any matter provided the Board member notifies any member of the Executive Committee at least 24 hours prior to the meeting of such designation.

 

 Section 2.13. Committees The establishment of any committee by the board of directors and the delegation thereto of power and authority in accordance with Title 7, Chapter 7-6 of the Rhode Island Nonprofit Corporation Act, §7-2-6, shall not alone relieve any director of any responsibility imposed upon him or her by law.

 

 

 Section 3.01.   Established Committees. In accordance with Title 7, Chapter 7-6 of the Rhode Island Nonprofit Corporation Act, §7-2-6, there are established the following Committees for purposes managing and conducting the affairs of RILAX as set forth in the specific mandate for each Committee. With the exception of the Youth Committee, each committee shall have an odd number of members with a minimum number of three individuals, two of which shall be members of the Board of Directors.

 

 (1) Finance/Fundraising: Responsibilities to include an annual Finance Report and fundraising. A Treasurer’s report regarding the financial affairs of RILAX will be presented at each Board meeting. The Treasurer will serve as a member of this committee.

 

 (2) PR/Communications/Outreach Program: Duties shall include such matters as a newsletter, web page, chapter correspondence, outreach programs and recognition awards. The Secretary will serve as a member of this committee

 

 

 (3)   Post-Collegiate Club: This committee shall promote participation among post-college age players with tournaments, summer and indoor leagues, etc.

 

 (4) Ocean State Classic: This committee shall be responsible for organizing and running the annual Ocean State Classic Lacrosse tournament hosted by RILAX.

 

 (5) Annual Banquet: This committee shall be responsible for organizing and running the annual RILAX awards banquet.

 

Committee Chairs for the aforementioned committees are to be nominated by the Board Development Committee. With the exception of the Youth Committee, the Chairs will appoint the committee members of the above listed committees. Committees shall keep and record minutes of their meeting and maintain financial records of their transactions. The Committees shall submit such minutes and financial records to the Secretary of the Executive Committee the earlier of ten days after each meeting or the next regular meeting of the board of directors.

 

 Section 3.02.     Executive Committee: The board of directors shall have an Executive Committee consisting of a President, Vice President, Treasurer, Secretary, and a representative elected by the Youth Committee. No one individual shall occupy more than one position on the Executive Committee. The Executive Committee shall be responsible for submitting the annual Chapter Report to US Lacrosse and such other reports and documentation as required by US Lacrosse, shall oversee the activities of the board of directors, and shall have and exercise all of the powers and authority of the board of directors in the management of the business and affairs of RILAX except as otherwise delegated to any committee appointed pursuant to these By-Laws. 

 

 Section 3.03. The Board Development Committee: The board of directors shall, by resolution adopted by a majority of the directors in office, designate at least three directors and no more than five members to serve on such committee. The President shall be a voting member of this committee. Nominations will be held in September. Elections to be held at the October meeting and newly elected officers will be installed at the November meeting.

 

 Section 3.04. Quorum A majority of the members of a Committee shall be present at each meeting to constitute a quorum for the transaction of business by the Committee.

 

 

Section 4.01.       Mandatory AttendanceThe Executive Committee members as well as Committee chairs of the following committees; (i) Youth Committee; (ii) PR/Communications/Outreach: (iii) Finance/Fundraising; and (iv) Board Development are expected to attend every Board meeting. Two consecutive missed meetings or a total of three per calendar year are grounds for review by the Board Development Committee and possible dismissal by majority vote of the Board of Directors.

 

Section 4.02. Attendance in General Other members of the Board of Directors are expected to attend as many meetings as possible and to submit written or electronic notice to President and Secretary at least forty-eight (48) hours prior to a meeting that they cannot attend.

 

 

 Section 5.01. Notice, What Constitutes. Whenever written notice is required to be given to any person under the provisions of the articles, these bylaws, or the Rhode Island Nonprofit Corporation Act, Title 7, it may be given to the person, either personally or by sending a copy thereof by first class or express mail, postage prepaid, or courier services, charges prepaid, or by facsimile or electronic transmission to his or her address (or to his or her facsimile number) supplied by the person to the corporation for the purpose of notice. If the notice is sent by mail or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a courier service for delivery to that person. A notice of meeting shall specify the place, day and hour of the meeting and any other information required by law or these bylaws. In addition, notice of all Board Meetings shall be posted on the web page maintained by RILAX.

 

 Section 5.02. Waivers of Notice.  

 

 (a) Whenever any written notice is required to be given under the provisions of the articles, these bylaws, or the Rhode Island Nonprofit Corporation Act, Title 7, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of the notice. Except as otherwise required by Section 5.03, neither the business to be transacted at nor the purpose of a meeting need be specified in the waiver of notice of such meeting.

 

 (b) Attendance of a person at any meeting shall constitute a waiver of notice of the meeting, except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

 

 Section 5.03. Modification of Proposal Contained in Notice. Whenever the language of a proposed resolution is included in a written notice of a meeting required to be given under the articles or these bylaws or the Rhode Island Nonprofit Corporation Act, the meeting considering the resolution may without further notice adopt it with such clarifying or other amendments as do not enlarge its original purpose.

 

 Section 5.04. Exception to Requirement of Notice. Wherever any notice or communication is required to be given to any person under the provisions of the articles or these bylaws, or the Rhode Island Nonprofit Corporation Act, Title 7, or by the terms of any agreement or other instrument or as a condition precedent to taking any corporate action, and communication with that person is then unlawful, the giving of the notice or communication to such person shall not be required and there shall be no duty to apply for a license or other permission to do so.

 Section 5.05. Conference Call Meetings. One or more persons may participate in a meeting of the board or a committee of the board by means of conference call telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at the meeting.

 

 Section 6.01. Number, Qualifications and Designation.  

 

 (a) The executive board officers of RILAX shall be a president, a vice president, a secretary, a treasurer, representative appointed by the Youth Committee, and such other officers as may be designated by the board of directors. No one individual shall occupy more than one position on the Executive Committee. Only directors of RILAX shall be eligible to be elected to the office of president.   

 

 (b) In lieu of the standards of conduct otherwise provided by law, officers of the corporation shall be subject to the same standards of conduct, including standards of care and loyalty and rights of justifiable reliance, as shall at the time be applicable to directors of the corporation. An officer of the corporation shall not be personally liable, as such, to the corporation for monetary damages for any action taken, or any failure to take any action, unless the officer has breached or failed to perform the duties of his or her office under the articles of incorporation, these bylaws, or the applicable provisions of law and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of this subsection shall not apply to the responsibility or liability of an officer pursuant to any criminal statute or for the payment of taxes pursuant to local, state or federal law.

 Section 6.02. 

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 The executive board positions shall be held for a term of two years. The elections for the executive board positions shall be held at the same time the Board of Directors are elected. Such officer shall hold office until the expiration of his or  her two year term or until a successor shall have been elected and qualified, or until death, resignation, or removal. Voting is to be conducted via secret written ballot. Ballot counting is to be done by the President and Chair of the Board Development Committee. Electronic ballots are permitted for use as long as they are submitted by the day of the election to the President.

 

 

 Section 6.03. Removal. Any officer may be removed in accordance with the procedures set forth in Section 9.04 herein but such removal shall be without prejudice to the contract rights of any person so removed. Any notice of removal or disqualification must be delivered electronically or in writing by the President

 

 Section 6.04. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause, shall be filled by the board of directors, and if the office is one for which these bylaws prescribe a term, shall be filled for the unexpired portion of the term at the first meeting following the vacancy announcement.

 

 Section 6.05 Notice of Resignation. Any resignation must be delivered electronically or in writing by the resigning Board member. 

 

 Section 6.06. General Powers. All officers of the corporation, as between themselves and the corporation, shall have such authority and perform such duties in the management of the corporation as may be determined by resolutions or orders of the board of directors, or, in the absence of controlling provisions in resolutions or orders of the board of directors, as may be provided in these bylaws.

 Section 6.07. The President. The president shall be the chief executive officer of the corporation and shall have general supervision over the activities and operations of the corporation, subject, however, to the control of the board of directors. The President shall be responsible for submitting the annual Chapter Report to US Lacrosse and such other reports and documentation as required by US Lacrosse, The president shall sign, execute, and acknowledge, in the name of the corporation, deeds, mortgages, bonds, contracts or other instruments, authorized by the board of directors, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors, or by these bylaws, to some other officer or agent of the corporation; and, in general, shall perform all duties incident to the office of president, and such other duties as from time to time may be assigned by the board of directors.  

 

 Section 6.08. The Vice President. The vice president shall perform the duties of the president in the absence of the president and such other duties as may from time to time be assigned to him or her by the board of directors, or the President. The Vice President shall also represent the Executive Board on the Youth Committee and cast a deciding vote in the event of a tie. The Vice-President shall be responsible for coordinating and scheduling clinics sponsored by the Positive Coaching Alliance (“PCA”), US Lacrosse, and any other instructional, orientation, or coaching clinics sponsored by RILAX.

 

 

. The secretary shall record all the votes of the directors and maintain the minutes of the meetings of the board of directors and of committees of the board in a book or books to be kept for that purpose; shall see that notices are given and records

and reports properly kept and filed by the corporation as required by law; shall be the custodian of the seal of the corporation and see that it is affixed to all documents to be executed on behalf of the corporation under its seal; and, in general, shall perform all duties incident to the office of secretary, and such other duties as may from time to time be assigned by the board of directors or Executive Committee. The secretary shall also function as the “Programs Coordinator”, responsible for informing the Board of services and programs available from US Lacrosse and other organizations.

 Section 6.10. The Treasurer. The treasurer shall have or provide for the custody of the funds or other property of the corporation; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the corporation; shall deposit all funds in his or her custody as treasurer in such banks or other places of deposit as the board of directors may from time to time designate; shall, whenever so required by the board of directors, render an account showing all transactions as treasurer, and the financial condition of the corporation; and, in general, shall discharge such other duties as may from time to time be assigned by the board of directors, the chairman or the president. The Treasurer shall be responsible for procuring and maintaining Directors and Officer’s Liability Insurance and such other insurance policies than the Board may authorize from time to time. In addition, the Treasurer shall be responsible for ensuring that the annual tax returns are filed by a qualified certified public accountant, which CPA shall be tasked with the responsibility of filing the tax returns consistent with RILAX’s status as a 501(c)(3) corporation. By the fifth day of each month the Treasurer shall distribute to the Executive Committee a report as to the financial status of RILAX, which report shall set forth in reasonable detail funds on deposit, payments received, and expenditures made from the RILAX account (the “Financial Report”). At every Board meeting, the Treasurer shall report to the Board as to the financial affairs and condition of RILAX. All invoices and financial obligations of RILAX properly incurred and not otherwise disputed shall be paid within thirty (30) days of the date of the invoice being submitted. Any disputed invoices shall be promptly brought to the attention of the Executive Committee for immediate investigation and action by the Executive Committee.

 

 Section 6.11. The Immediate Past President: The Immediate Past President is a voting member of the Board of Directors.

 

 Section 7.01. Indemnification of Directors, Officers, etc. To the extent that a director, officer, or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding in which such person was a party as the result of servicing as a director, officer or agent of the corporation (or in defense of any claim, issue or matter therein), such person shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith. In addition the corporation may provide indemnification in other circumstances to the extent permitted by the Rhode Island Nonprofit Corporation Act, Title 7.

 

 

 

 

 Section 8.01. General Provision. No board member, officer or agent shall have the right or authority to bind RILAX to any financial or legal obligation except as otherwise provided herein. By the fifteenth (15^th) day of each month, the current Financial Report provided by the Secretary to the Executive Committee in accordance with Section 6.10 shall be distributed to the members of the Board. Under no circumstances shall any Board member, officer or designated agent or representative of RILAX receive any financial compensation or material benefit as a result of, in consideration of, or in exchange for any transaction conducted on behalf of RILAX with a third party, unless full disclosure of all material facts are provided in advance to the Board of Directors and such transaction approved by the Board of Directors. 

 

 Section 8.02. Expenditures Under $1,000.00. Members of the Executive Committee shall have the authority to make any reasonable and necessary expenditure on behalf of RILAX in an amount not to exceed $1,000.00 provided that the Executive Committee shall have approved the expenditure in advance as a reasonably necessary expense for purposes of fulfilling the mission of RILAX and is consistent with and not contrary to any decision or resolution adopted by the Board of Directors or these By-Laws, and provided that appropriate documentation is submitted to the Executive Committee concurrent with the expenditure evidencing the reasonableness of the transaction. All such transactions shall be disclosed in the Financial Reports distributed to Board of Directors.

 

 Section 8.03. Expenditures between $1,000.00 and $5,000.00. Members of the Executive Committee shall have the authority to make any reasonable and necessary expenditures on behalf of RILAX in an amount between $1,000.00 and $5,000.00 provided that two competitive bids have been secured for the expenditure, and the Executive Committee shall have approved the expenditure in advance as reasonably necessary for purposes of fulfilling the mission of RILAX and said expenditure is consistent with and not contrary to any decision or resolution adopted by the Board of Directors or these By-Laws, and provided that appropriate documentation is submitted to the Executive Committee concurrent with the expenditure evidencing the transaction. All such transactions shall be disclosed in the Financial Reports distributed to the Board of Directors.

 

 Section 8.04.   Expenditures Above $5,000.00. No board member, officer or agent shall have the authority or right to incur any financial obligation on behalf of RILAX in excess of $5,000.00. Any proposed expenditure in excess of $5,000.00 shall be approved in advance by the Board of Directors provided such expenditure is reasonably necessary for purposes of fulfilling the mission of RILAX and said expenditure is consistent with and not contrary to any decision or resolution adopted by the Board of Directors or these By-Laws. The appropriate documentation shall be submitted to the Executive Committee concurrent with the expenditure evidencing the transaction

 

 

. Notwithstanding the foregoing, the Board of Directors may, from time to time, approve in advance a budget of expenditures to be incurred by any committee established by these By-Laws or appointed from time to time by the Board of

Directors or for any RILAX sponsored event, program or activity, such as but not limited to, the Ocean State Classic, annual awards banquet, festival events, and sponsored leagues. Upon such approval, those members, representatives and agents delegated with the authority and responsibility for conducting the RILAX sponsored event shall be authorized to incur such expenses as outlined and contained within the budget for the RILAX sponsored event provided that appropriate documentation is submitted to the Executive Committee concurrent with the expenditure evidencing the transaction and that all such transactions shall be disclosed in the Financial Reports at its next meeting.

 

 Section 8.06. Affiliated Transactions. Notwithstanding the foregoing, no transaction on behalf of RILAX shall be conducted with any business, program or venture in which a Board member has a financial or family interest in, unless two competitive bids are obtained from non-affiliated entities and reviewed by the Executive Committee. The Executive Committee shall then select the bid to be used for the proposed transaction, and in the event the bid from the affiliated entity is selected than disclosure and approval of that bid shall be made to the board of directors in accordance with the procedures set forth in Section 8.04.

 

 

 Section 9.01. Conflict of Interest: Any individual is disqualified from being elected to or serving on the Executive Board of the Board of Directors of RILAX if the individual or the individual’s spouse is financially involved, directly, or indirectly, in any organization, company, or venture which offers or participates in lacrosse activities, events, services, goods, or supplies.   The Executive Board of the Board of Directors of RILAX includes the office of President, Vice President, Treasurer, and Secretary. Individuals who are financially involved, directly, or indirectly, in any organization, company, or venture which offers or participates in lacrosse activities, events, services, goods, or supplies may be elected to or serve on the Board of Directors of RILAX.   Nothing herein shall be construed so as to disqualify individuals who manage, operate, conduct, coach, or otherwise participate in a RILAX sponsored program, scholastic or not-for-profit lacrosse activities that are not in competition with RILAX.

 

 Section 9.02. Non-Profit Mandate RILAX is a non-profit corporation. Board members and officers shall not take any action which jeopardizes its status as a non-profit corporation, nor shall any constituent group, board member, or committee member take any action which has the affect or purpose of undermining any program, policy statement, or goals adopted by RILAX. 

 

 Section 9.03. Interested Directors or Officers No contract or transaction between RILAX and one or more of its directors or officers, or between RILAX and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or void able solely for such reason, or solely because the director or officer is present at or participates in the meeting of the board of directors which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose, if:

 

 (1) The material facts as to such relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors and the board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or 

 (2) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors.

 

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors which authorizes a contract or transaction specified in this section.

 

 Section 9.04. Enforcement of By-Laws. Any action, conduct, or activity by a constituent member, constituent group, board member, committee member, or other representative of RILAX which violates, breaches or conflicts with the By-Laws, the Mission Statement of RILAX, resolution adopted by the Board of Directors or established Committee, or any program adopted and operated by RILAX, shall be brought to the attention of the Executive Committee. The Executive Committee shall promptly investigate the alleged misconduct and make a recommendation to the board of directors as to what action, if any, should be taken with respect to the matter, which recommendation may include a formal reprimand, suspension and/or removal from RILAX. The board of directors shall consider the recommendation of the Executive Committee along with the reasonable opportunity afforded to the interested parties to be heard, and then render a final decision as to the appropriate action to be taken. 

 

 

 

 

 

 Section 10.01. US Lacrosse Requirements. The Chapter Agreement between US Lacrosse and RILAX stipulates that: “RILAX agrees that RILAX shall not provide any Membership Information [which includes e-mail addresses] furnished by US Lacrosse to RILAX to any third party, and RILAX shall maintain at all times the confidentiality of any Membership Information furnished by US Lacrosse to RILAX. RILAX specifically agrees that any proposed use of any Membership Information furnished by US Lacrosse to the Chapter shall be subject to the prior written approval of US Lacrosse”. The Chapter Agreement further stipulates that “RILAX acknowledges that any membership list constitutes the property and a valuable trade secret of US Lacrosse and that no right is given to or acquired by RILAX to disclose or reveal any portion thereof, to any individual or organization without the approval of US Lacrosse. Accordingly, RILAX hereby covenants and agrees to keep and respect the confidence of its membership lists.”

 

 Section 10.02 E-Mail Policy and Guidelines. It is recognized that e-mail is an invaluable form of communication for purposes of transmitting information. At the same time, however, the use of e-mail can generate controversy and ill-will if improperly used. To avoid disagreements, all members of RILAX are encouraged not to personally criticize, insult or disrespect other RILAX members in e-mails. When differences of opinion arise between members, RILAX members are encouraged to discuss their opinions in person or by phone with the other interested parties. To the extent different opinions on a subject need to be stated in an e-mail care must be taken to ensure that the statements do not use offensive language, and the comments are focused on the merits of the dispute rather than the individuals involved. E-mails which discuss any controversy or criticism of RILAX and its members should not be circulated to parents or players or the general public unless there is a compelling need for the parents, players or general public to be informed.

 

 Section 10.03 E-Mail Rules and Requirements. E-mail addresses of RILAX members are to be treated as confidential information. A RILAX member who acquires access to Membership Information provided by US Lacrosse, which includes e-mail addresses, shall not breach the US Lacrosse restrictions on the use of such Membership Information. Membership Information, which includes e-mail addresses, shall only be used for RILAX events established in these By-Laws or otherwise approved by the Executive Committee or Board of Directors. A RILAX member shall not use the Membership Information, which includes e-mail addresses, for any “for-profit” ventures and non-related RILAX matters. When circulating mass e-mails (i.e. “e-mail blasts”) the sender shall use the “bcc” function of the e-mail program or such other program features that ensure the recipients’ e-mail address is not disclosed to the other recipients.

 

 Section 10.04

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The foregoing shall not be construed to apply to information Youth League Programs may obtain directly from their members and players as result of their own registration process, and not obtained from RILAX. RILAX recommends that individual programs not share their data base of membership information with

other programs or third parties and follow the applicable guide lines published by US Lacrosse with the respect to the use and sharing of such information.

 Section 11.01. Chapter Affiliation. RILAX shall at all times conduct its activities and programs in a manner consistent with the purposes of US Lacrosse and maintain its status as a recognized chapter of such organization.  

 

 Section 11.02. Checks. All checks and notes shall be signed by such one or more officers or employees of the corporation as the board of directors may from time to time designate.

 

 Section 11.03. Contracts. Except as otherwise provided in these bylaws, the board of directors may authorize any officer or officers, agent or agents, to enter into any contract or to execute or deliver any instrument on behalf of the corporation, and such authority may be general or confined to specific instances.

 

 Section 11.04. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositaries as the board of directors may approve or designate, and all such funds shall be withdrawn only upon checks signed by such one or more officers or employees of the corporation as the board of directors shall from time to time designate.

 

 Section 11.05. Amendment of Bylaws.  These bylaws may be amended or repealed, or new bylaws may be adopted, by vote of a majority of the board of directors of the corporation in office at any regular or special meeting of directors. Such proposed amendment, repeal or new bylaws, or a summary thereof, shall be set forth in any notice of such meeting, whether regular or special.

 

 Section 11.06. Prior Amendments. These Amended and Restated By-Laws shall supersede and replace all prior By-Laws and amendments previously adopted by the Board of Directors.

 

Dated: May 11, 2009