ARTICLE I
Name, Location and Corporate Seal

Section 1.1 Name. The name of this Corporation shall be Maine Junior Black Bears.

Section 1.2 Seal. The corporate seal shall be the common wafer seal unless otherwise determined by the Board of Directors.

Section 1.3 MJBB is an affiliate member of USA Hockey, Inc. and Maine Amateur Youth Hockey, and shall at all times follow their rules, regulations and recommendations.

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ARTICLE II
Purpose

Section 2.1 Purpose. The purposes of this Corporation shall be as set forth in the Articles of Incorporation, as the same may be amended from time to time, which purposes shall include providing a high-quality, competitive travel hockey program, as well as recreational hockey, to youth primarily in eastern Maine while focusing on instilling the values of respect, sportsmanship, self-esteem, teamwork , discipline, and responsibility in its players . The Corporation will provide a positive environment on and off the ice to challenge its players to grow to their fullest potential in all aspects of the game and as individuals.

Section 2 .2 Powers. This Corporation shall have all the powers, rights and duties normally incident to such corporations and all other rights granted to corporations organized under the Maine Nonprofit Corporation Act.

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ARTICLE III 
Membership

Section 3.1 Members. Members of the Corporation shall be those who have paid their annual registration fees as established from time to time by the Board of Directors. 

Section 3.2 Retiring Jerseys. Any member of the corporation may request to any one of the Board of Directors to bring forth a vote to retire a jersey number from the organization at any time. A majority vote is needed to retire a jersey number and it will be retired from the entire organization at all levels. It shall be recorded here in this section of the By Laws for future Board Members. 

1. Retired Jersey Numbers: July 13th, 2016 – Jersey number 26 Dylan McInnis 

2/26/2002 – 5/06/2016 

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ARTICLE IV
Board of Directors

Section 4 .1 General Powers. The affairs of the Corporation shall be governed by a Board of Directors consisting of no less than three (3) nor more than twelve (12) members. 

Section 4.2 Qualification and Term. The Directors shall be appointed or elected in accordance with the provisions of this Section. 

1. Annual Meeting. The Annual Meeting of the Corporation shall be held during the month of April at such time and place as shall be set by the Board of Directors. 
2. Election. The Directors shall be elected by the general membership at the Annual Meeting. 
3. Term. Directors will serve for two (2) year terms. Terms will be such that no more than half the terms expire each year. Each Director shall hold office until the expiration of the term for which he/she is elected, and his/her successor shall have been elected and qualified, or until his/her earlier resignation, removal from office, death or incapacity.
4. Vote. Each member present at the Annual Meeting shall have one vote regardless the number of children who may participate in the Maine Junior Black Bears program. 

Section 4.3 Removal. Any Director may be removed from office by the affirmative vote of a majority of the other Directors whenever it is determined that the best interests of the Corporation would be served by such removal. Any Director who misses three consecutive Board meetings without being excused there from shall be deemed to have resigned from Board unless a majority of the other Directors votes to reinstate such Director. 

Section 4.4 Regular Meetings. Meetings of the Board of Directors, regular or special, may be held at any location within or outside of the State of Maine. The Board of Directors may provide by resolution the time and place for the holding of regular meetings of the Board of Directors without necessity for notice other than such resolution. 

Section 4.5 Special Meetings. Special meetings of the Board of Directors may be called by the Chair, or by any four (4) Directors. 

Section 4.6 Notice. Except as otherwise provided in Section 4 .3 above, notice of any regular meeting of the Board of Directors shall be given at least seven (7) business days prior to thereto and notice of any special meeting of the Board of Directors shall be given at least five (5) business days prior thereto by written notice. Such written notices are to be delivered personally or sent by mail, electronic mail, or fax to each Director at his or her address as shown on the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except when a Director attends the meeting for the express purpose of objecting to the transaction of any business because a meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless the applicable provisions of the Maine Nonprofit Corporation Act so require. Meeting notice shall also be emailed to the general membership or posted online at the Corporation’s website on the same schedule. 

Section 4.7 Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. 

Section 4.8 Vacancy. Any vacancy occurring in the Board of Directors by reason of the resignation or removal or any other Director, with the exception of the immediate past Chair, shall be filled by the affirmative vote of a majority of the remaining Directors. A Director elected to fill a vacancy shall be elected to fill the unexpired term of his or her predecessor in office. 

Section 4.9 Informal Action by Directors. Any action which may be taken or which may be required by Maine law to be taken at a meeting of Directors may be taken without a meeting if all the Directors sign a written consent setting forth the action taken or to be taken at any time before or after the intended effective date of such action. Such consent shall be filed with the minutes of the Board of Directors meetings and shall have the same effect as a unanimous vote of the Board of Directors.

Section 4.10 Meetings by Conference Telephone. Directors may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other. Such participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.  

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ARTICLE V
Officers

Section 5.1 Officers. The Board of Directors shall be comprised of the following officer positions: President, Vice President, Secretary, Treasurer, Director of Hockey Operations, Tier II & Tier III Hockey Director, Tier IV Hockey Director, Girls Hockey Director, Grow the Game Director, Awards & Discipline Director, Tournament Director, Sponsorship Director, and such other officers as the Board deems necessary. 

Section 5.2 Election and Term. The President, Secretary, and Treasurer shall be elected annually by the Board of Directors immediately following the Annual Meeting. All other officer positions to be elected or appointed by the Board of Directors may be elected or appointed at any meeting. Except as otherwise provided by law, by the Articles of Incorporation, or by these Bylaws, officers shall hold their office until a successor is chosen or until his earlier resignation or removal of office unless a different term is specified in the vote electing or appointing him. Any two or more offices may be held by the same person. New officer positions may be created and filled at any meeting of the Board of Directors. 

Section 5.3 Removal. Any Officer may be removed from their position by the affirmative vote of a majority of the other Directors whenever it is determined that the best interests of the Corporation would be served by such removal. 

Section 5.4 Vacancies. A vacancy in any office, however occurring, may be filled by the Board of Directors. 

Section 5.5 President. The President shall have general supervision of the affairs of the Corporation, shall preside at all meetings of the Board of Directors, and generally shall perform the duties usually incident to the office of President or prescribed by law or vote of the Board of Directors. The President will only vote in monthly meetings in the event of a tie or if that vote will constitute a quorum. 

Section 5.6 Secretary. The Secretary, to the extent required by these bylaws, shall notify all Directors of regular and any duly called special meetings of the Board of Directors. Notice shall be furnished in the manner provided by these bylaws. The Secretary shall faithfully and impartially record the actions taken at each meeting of the Board of Directors. 

Section 5.7 Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; shall receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and shall deposit all such monies in the name of the Corporation at such banks, trust companies, or other depositories as selected and approved by the Board of Directors; and in general shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Board of Directors.

Section 5.8 Officer Position Job Descriptions. See Appendix A for all Officer job descriptions. 

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ARTICLE VI
Committees and Task Forces

Section 6.1 Generally. The Board of Directors may establish such committees and task forces as it may deem necessary or appropriate for the purpose of furthering the objectives of the Corporation. 

Section 6.2 Term. Committee and task force members shall be appointed by the Board of Directors and each member shall serve for such period as designated by the Board of Directors. 

Section 6.3 Chair. One member of each committee and each task force shall be appointed by its members to serve as committee or task force chair. 

Section 6.4 Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee or task force, a majority of the whole committee or task force shall constitute a quorum, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee or task force. 

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ARTICLE VII
Contracts, Checks, Deposits and Funds

Section 7.1 Contracts. The Board of Directors may authorize any Officer(s) or agent(s) of the Corporation, in addition to the Officers so authorized by law or these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. 

Section 7.2 Checks, Drafts, Etc. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer(s) or agent(s) of the Corporation and in such manner as shall from time to time be determined by a resolution of the Board of Directors. In the absence of such determination by the Board of Directors, any such instrument with an aggregate value of less than Ten Thousand Dollars ($10,000) may be signed by the President or Treasurer, acting singly. For any such instrument with an aggregate value of Ten Thousand Dollars ($10,000) or greater, such instrument shall be signed by either the Secretary or Treasurer, and countersigned by the President. 

Section 7.3 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 depositories as the Board of Directors may select. 

Section 7.4 Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or device for the general purposes or for any special purpose of the Corporation. 

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ARTICLE VIII
Books and Records

Section 8.1 Books and Records. The Corporation shall keep correct and complete books and records of account, and shall keep minutes of each meeting of the Board of Directors. All books and records of this Corporation may be inspected by any Officer or Director, or his or her agent or attorney for any proper purpose at any reasonable time. 

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ARTICLE IX
Fiscal Year

Section 9.1 Fiscal Year. The fiscal year of the Corporation shall begin on the first day of June and end on the last day of May in each year. 

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ARTICLE X

Distribution of Assets Upon Dissolution

Section 10.1 Prohibition Against Sharing in Corporate Earnings. No part of the net earnings of the Corporation shall insure to the benefit of any Director or Officer of the Corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation in carrying out one or more of its purposes), and no Director or Officer of the Corporation, or any private individual, shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation. 

Section 10.2 Distribution of Assets Upon Dissolution. Upon any dissolution of the Corporation or the termination of its activities, the assets of the Corporation remaining after the payment of all its liabilities shall be distributed to one or more organizations, to be identified by the Board of Directors in its sole and absolute discretion, that are described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

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ARTICLE XI
Investments

Section 11.1 Investments and Debt. The Corporation shall have the right to invest and reinvest any funds held by it, but shall have no authority to borrow any funds other than the minimal amounts associated with ordinary operation of checking and savings accounts. 

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ARTICLE XII
Seal

Section 12.1 Seal. The seal of the Corporation may, but need not, be affixed to any properly executed document, and its absence therefrom shall not impair the validity of the document or any action taken in pursuance thereof or in reliance thereon. The presence of the corporate seal and a document purporting to be executed by authority of a domestic or foreign corporation shall be prima facie evidence of the document so executed. 

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ARTICLE XIII
Amendments to Bylaws

Section 13.1 Amendments to Bylaws. These bylaws may be amended by a majority of the Directors present at any regular meeting or at any special meeting, if the written notice for such meeting states that one of the proposed actions is the amendment of these bylaws. 

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ARTICLE XIV
Indemnification

Section 14.1 Indemnification. The Corporation shall have the power to indemnify and, without formal action by the Directors or other persons, shall indemnify any Officer or Director, in respect of any and all matters or actions for which indemnification is permitted by the laws of the State of Maine, including without limitation, liability for expenses incurred in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative. Indemnification under the preceding sentence with respect to persons other than Officers and Directors, such as employees, agents, or other persons acting for or on behalf of the Corporation may be made only upon the affirmative vote of the Board of Directors in specific instances. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee, or agent of the Corporation, or who is or was serving at the request of the Corporation as director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against such person and incurred by such person in any of the above-stated capacities, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person. 

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Date Adopted: February 10, 2014 Michelle Chappelle, Secretary 

Date Updated: March 23, 2016 Brian Tower, Secretary 

APPENDIX A
Officer Position Job Descriptions

President

• Preside at all meetings of the Board of Directors
• Supervise all business activities of the organization
• Implement all policies and resolutions set forth by the Board of Directors
• Represent MJBB at all MEAHA functions and meetings with input on issues, plans, etc. 
• Develop and foster positive relationships in the community and with other organizations and groups that serve the interest of MJBB and the promotion of youth hockey
• Expand membership base

Vice President

• Preside at all meetings of the Board of Directors in absence of the President
• Supervise all business activities of the organization
• Foster positive relationships in the community and with other organizations and groups that serve the interest of MJBB and the promotion of youth hockey
• Work closely with the president to expand the membership base

Treasurer

• Budget/forecast each season
• Reconcile all bank accounts on a regular basis
• Prepare monthly reports for Board meetings
• Issue checks as part of normal business operations and at the direction of the Board of Directors
• Work with scheduler(s) for ice costs, invoices, and payments
• Work with the President and Events Coordinator on expected income and expenses
• Oversee and Collect ice bills, collections, membership fees, etc. 
• Delegate duties to an assistant as needed

Secretary

• Attend all meetings of the Board of Directors and record minutes of all events
• Post minutes to MJBB web page within 3 days of approval
• Work closely with all positions to make sure registration dates and information are broadcast to the public via school flyers, media, for the opening day of registration
• Update Policies and Procedures Manual with any approved changes
• Record and update changes to MJBB Bylaws
• Take attendance and record minutes of Annual Meeting

Director of Hockey Operations

• Oversee all general hockey operations
• Work closely with all Directors regarding operations aspects of the Board of Directors
• Provide coaches with coaching related communications, goals, and deadlines
• Responsible for Coaching Education Program (CEP)
• Review and lead disciplinary actions when necessary
• Maintain fundamental flow to development of all MJBB players and coaches
• Implement player development programs
• Recruit coaching prospects for each season
• Maintain relationship as liaison with high school coaches
• Develop and oversee coaching evaluations
• Lead in team planning and forecasting

Tier II/III Hockey Director

• Be actively involved with Hockey Operations
• Update Board regarding any major issues on a monthly basis
• Form and lead Tier II/III Committee; hold meetings and assign duties
• Serve as a liaison of Disciplinary Committee
• Provide direction and assume overall responsibility for all Tier II/III representative duties
• Participate in recruitment activities
• Act as liaison with coaches and managers for teams at the Tier II/III level

Tier IV Hockey Director

• Be actively involved with Hockey Operations
• Update Board regarding any major issues on a monthly basis
• Form and lead Tier IV Committee; hold meetings and assign duties
• Serve as a liaison of Disciplinary Committee
• Provide direction and assume overall responsibility for all Tier IV representative duties
• Participate in recruitment activities
• Act as liaison with coaches and managers for teams at the Tier IV level

Girls Hockey Director

• Be actively involved with Hockey Operations
• Recruit coaching prospects for each season
• Update Board regarding any major issues on a monthly basis
• Form and lead Girls Hockey Committee; hold meetings and assign duties
• Serve as a liaison of Disciplinary Committee
• Provide direction and assume overall responsibility for all Girls Hockey representative duties
• Participate in recruitment activities

Grow the Game Director

• Coordinate all Learn to Skate (LTS) and Learn to Play (LTP) and Try Hockey for Free events
• Form and lead Grow the Game Committee; hold meetings and assign duties
• Recruit and maintain volunteer student coaches for program delivery
• Coordinate provision of progressive skills-based program through LTS and LTP
• Develop and foster positive relationships in the community and with other organizations and groups that serve the interest of MJBB and the promotion of youth hockey
• Expand membership base

Awards and Discipline Director

• Lead discipline and awards at all levels
• Form and lead Awards and Discipline Committee; hold meetings and assign duties
• Collaborate with coaches regarding discipline and awards

Tournament Director

• Coordinate and oversee House Tournaments
• Coordinate and oversee Away Tournaments
• Form and Lead Tournament Committee; hold meetings and assign duties

Sponsorship and Fundraising Director

• Identify and apply for grants
• Develop and market Sponsorship Package
• Contact and secure sponsors for events
• Coordinate and oversee all aspects of MJBB fundraising programs
• Set and communicate fundraising goals
• Decide and manage all fundraisers throughout the season
• Form and Lead Sponsorship and Fundraising Committee; hold meetings and assign duties

Registration Coordinator

• Organize and maintain player records from year to year
• Maintain compliance with required background checks organization-wide
• Organize coaches’ records from year to year
• Attend USA Hockey and MEAHA meetings as required
• Complete all registrations and rosters for all teams on time
• Responsible for team bookkeeping 

Public Relations/Marketing Director

• Promote MJBB through social media platforms
• Develop and foster positive relationships in the community
• Promote events
• Post and communicate advertisements and events
• Provide better hockey awareness and publicity within the community

Merchandise Coordinator

• Select and present all merchandise items, new products, and prices for the season
• Collect and deliver team and individual orders
• Ensure delivery timeliness and order accuracy 
• Develop and maintain positive relationships with vendors and sponsors
• Order and deliver tournament merchandise  for each tournament
• Design and display merchandise table for full day hockey functions
• Process and fulfill online orders

Goalie Coordinator

• Encourage and identify goalies to ensure ach age division has enough goalies
• Lead and facilitate goalie development through goalie clinics and by identifying and recruiting goalie coaches

Webmaster

• Create, develop, and maintain website registration and team pages
• Maintain website to keep information current
• Post communications and advertisements as needed or requested

Equipment Director

• Order, distribute, and maintain all MJBB equipment including but not limited to the following:
• Uniforms – jerseys, socks, etc.
• Goalie and instructional equipment
• Team equipment – pucks, puck bags, first aid kits, etc. 
• Completing and updating a yearly inventory of equipment

Scheduling Coordinator

• Schedule practices, games, scrimmages, and on-ice events for all levels of MJBB
• Secure ice time at local arenas to satisfy the needs of MJBB for the season
• Schedule try-out sessions for Tier II and Tier III
• Work with the Treasurer and Director of Hockey Operations to determine ice needs
• Secure and schedule ice for invitational and state tournaments
• Compile scheduling constraints and objectives prior to the season and work to schedule practice ice to satisfy all objectives
• Publish team schedules to website team pages/calendars
• Attend Schedulefests as required by MEAHA
• Post all practice, game, and ice events two weeks prior to each event
• Schedule individual and team photo sessions
• Create and maintain positive relationships with area arenas, organizations, and associations

Volunteer Coordinator

• Coordinate volunteers for events, tournaments, try-outs, community events, etc.
• Identify and recruit volunteers for a volunteer pool
• Create volunteer sign-ups for events