Constitution

ARTICLE I – NAME

The name of this Association shall be the Birmingham Hockey Association and may be referred to herein as the “BHA” or the “Association.”

ARTICLE II – PURPOSE

The purposes of the Association include:

A. The promotion and development of hockey oriented recreational activities for the youth residing in the City of Birmingham and surrounding communities.

B. The promotion of citizenship and good fellowship through the medium of hockey.

C. The fostering of good sportsmanship and the cultivation of physical welfare through organized competition in the game of ice hockey.

ARTICLE III – OFFICE

The office of this Association shall be One Woodward, Ste. 2400, Detroit, MI 48226

ARTICLE IV – ASSOCIATION

Section 1

This Association shall be incorporated in the State of Michigan, shall have no capital stock and shall not be conducted for profit. 

Section 2

All funds or properties of the Association shall be used exclusively for carrying out the purposes set forth in Article II thereof. 

Section 3

In the event of liquidation or dissolution of the Association, all funds and/or properties of the Association shall be distributed to such nonprofit organizations of like purpose as set forth in Article II hereof as selected and designated by the BHA Board of Directors (“Board”). In no event shall any of these said funds be distributed to any member of the BHA or for any other purpose than stated herein.

ARTICLE V – MEMBERSHIP

Section 1

The Board may, upon the recommendation of the Treasurer, set a fee to be paid by each player and sponsor of the Association as well as a schedule for payment of the same. At the discretion of the Board, membership in the Association may be conditioned upon the timely payment of said fees. The Board may, in its discretion, make special assessments of the membership.

Section 2

The Board may, by a two-thirds vote of all Board Members in attendance at a regular or special Board meeting, deny membership in the Association to any individual whom the Board reasonably believes would hamper the BHA’s Article II Purpose.  

ARTICLE VI – ELECTIONS

Section 1

Elections of Board members for each fiscal year by the Association shall be held at the March/April Board Meeting just prior to the beginning of that fiscal year.

Section 2

Applications for candidacy may be filed with the President prior to the date of the March/April Meeting. Applicants and nominees shall be eighteen (18) years of age or older.  Election of each Board member shall be awarded by a plurality vote of the BHA Board present and voting. In no case will any person be entitled to more than one (1) vote. Proxies are not allowed.

Section 3

In the event of a tie vote, the President of the Board shall decide the election.  

ARTICLE VII – BOARD OF DIRECTORS

Section 1

The affairs of the BHA shall be managed by the Board, which shall consist of the officers and directors described in Article VIII. If proposed and elected, more than one (1) person may share the duties described in Article VIII and each person shall be considered a separate member entitled to a separate vote. All board members duly elected may attend meetings and have full voting privileges, although an individual holding multiple Board positions may only have one (1) vote.  

Section 2

Persons applying for or accepting nomination for election to the Board must be in a position to donate sufficient time to assure proper discharge of the duties and responsibilities of their position.

Section 3

A Board member who accrues three (3) consecutive unexcused absences from regularly scheduled or special Board Meetings shall be notified by the Secretary of such unexcused absences. Upon a fourth unexcused absence, the position may be deemed vacant upon a majority vote of the Board and a replacement may be appointed by the Board.

Section 4

No Board member shall be permitted to coach, manage, or assist coaches or managers of hockey teams in a division where they are serving as the Division director without permission of the Board. Furthermore, no Board member, without express permission from the Board, shall be allowed to vote on any matter which would directly affect any team with which they are involved as a coach, manager, assistant coach, or parent of a player without permission of the Board.

Section 5

Board members elected to a full term by the Association membership in accordance with Article VII, Sec. 2 shall serve for a period of one (1) year commencing May 1 following the election. A President may not serve more than two (2) consecutive terms in such office unless approved by the Board.

Section 6

Commencing May 1st following the election, the newly elected officers and directors shall take over the management and operations of BHA. Outgoing members of the Board are encouraged to attend the next Board Meeting following the election to facilitate a smooth transition.

Section 7

The President(s) shall appoint a person to fill out the term of any remaining Board position which is rendered vacant by resignation or removal. This appointment shall be subject to the ratification of a majority of the remaining Board members present and voting at the next Board Meeting.

Section 8

Any member may be removed from office by a simple majority vote of the full Board at a regular or special Board Meeting whenever such action is deemed in the best interest of the BHA.

Section 9

The Board shall have the authority to fill vacancies occurring for whatever reason. 

Section 10

At all Board Meetings where a Board member is called upon to cast a vote, said member must be present and is entitled to one (1) vote.

Section 11

Five (5) Board members present at a properly called Board Meeting, where all Board members have been notified as required herein, shall constitute a quorum. A quorum of the Board is required to conduct the business of the BHA.

Section 12

Board meetings will be scheduled by the President as required for the purpose of conducting the business of the BHA. Forty-eight (48) hours advance notice of such meeting is required. Special Board Meetings may be called by any Officer, in which case members must be notified at least twenty-four (24) hours in advance.

Section 13

The President(s) shall call a minimum of two (2) Board Meetings each fiscal term.

ARTICLE VIII – MEMBERS OF THE BOARD

Section 1

The Board of Directors shall include the following officers: President, First Vice-President, Secretary and Treasurer. 

In addition, the Board shall consist of the following directors: Ice Director, League Director, Publicity Director, Equipment Director, Sponsor Director, City Liaison, Mini Mite Director, Mite Director, Squirt Director, PeeWee Director, Bantam Director, Travel Director, Director of Player Development, Director of Hockey Operations, Legal Counsel, Registrar, and MAHA Liaison or Representative.

Section 2

The President’s duties include:

1. Responsibility for all league operations subject to the approval of the Board.
2. Responsibility for the day-to-day operations of the BHA.
3. Appointment of individual board membership where vacancies exist, subject to the approval of a majority of the other Board members.
4. Presiding at all meetings of the Board and Executive Committee.
5. In the absence of a City Liaison, the President shall maintain a direct liaison with representatives of the City of Birmingham.
6. Establishing and publishing the date, time and place of all Board, General and Executive Committee Meetings.
7. Serving as ex-officio on all committees of which he/she is not a member.
8. Designating the chairperson or acting chairperson on all committees where the position is not filled or active.
9. Supervising and directing the activities of all officers and directors of the Board and seeing that the respective functions of those members are performed.

In addition, the President is granted authority to act in emergency matters of either a policy, operating or financial nature; such actions must be presented to the Board at or before the next regularly scheduled meeting, and the Board shall affirm, modify or repeal said acts.

Section 3

The 1st Vice-President’s duties include:

1. Serving as President Pro-Tem in the absence of the President. While serving in this capacity, the 1st Vice-President shall have full authority and privileges of the office of President.
2. Coordinate and oversee content on the BHA Website and address any questions or concerns regarding BHA’s TeamSnap account.
3. In the absence of a MAHA Liaison or Representative, shall be responsible for Association dealings with MAHA and USA Hockey and attending or designating a person to attend all MAHA, USA Hockey and other meetings pertaining to BHA.

Section 4

The Secretary’s duties include:

1. Responsibility for maintaining all BHA documents such as: Constitution, Bylaws and league agreements.
2. Having responsibility for the minutes of all meetings of the Board and with the approval of the Board, appointing someone to take minutes. Approved minutes of all meetings shall be made available to any member upon request, subject to Board approval.
3. Seeing that all notices of the Board and Executive Committee meetings are duly given in accordance with the provisions of this Constitution.

Section 5

The Treasurer’s duties include:

1. Responsibility for implementing and administering proper accounting procedures and records governing the finances of the Association, fundraising and/or special projects involving cash transactions and collecting all monies due BHA.
2. Direct accountability for receipts, disbursements and control of all Association funds.
3. Serving as chairperson of the Finance Committee (to the extent the committee exists) and calling all necessary meetings of the Finance Committee.
4. Responsibility for initial preparation and presentation of all financial reports to the Finance Committee and the Board as required by this Constitution and By-Laws.
5. Responsibility for arranging annual financial statement subject to Board approval along with the Form 990 to the Internal Revenue Service.
6. Assisting the 1st Vice-President and/or other committees on fund raising projects.
7. Making all disbursements from Association funds by check, EFT or debit card.
8. Responsibility to report all delinquent debts to the Board.

Section 6

The House Director’s duties include:

1. Shall direct the operations of the recreational house league for Association members.
2. Shall recommend coaches for the regular league season. Shall consult the Division director involved in such selections.
3. Shall direct the player evaluations and the draft of each team in each division, in conjunction with the respective Division Directors.
4. Shall ensure the Association’s constitution and Bylaws are adhered to in each Division.
5. Shall direct and supervise the activities of all Division Directors and the Ice Director.
6. Shall have the authority to determine, together with the President and Division Director, situations arising from emergencies or questions that are not provided for in the rules and regulations or Bylaws, until such time as they may be acted upon at the regular scheduled Executive Committee or Board meeting.
7. Shall recommend the issue of player releases, and submit upon approval of the Executive Committee or the Board, then issue player releases, upon approval of the Executive Committee or the Board.
8. Shall report all written complaints and protests submitted to the Executive Committee or the Board.
9. Ensure that all registration paperwork is completed. Ensure all teams are properly registered before any league plan can begin.

Section 7

The Ice Director’s duties include:

1. Shall work in conjunction with the President(s) or Board to obtain sufficient ice time for the Association.
2. Shall coordinate the scheduling or re-scheduling of all ice time for the Association.
3. Shall provide the President, League Director, and all Division Directors with a schedule encompassing all ice for practice time, league and travel games.
4. Shall arrange referees for all league and playoff games.
5. Has the authority to enter into contracts on behalf of the Association consistent with the duties contained herein so long as he/she obtains prior Board approval or informs the Board at the next regular or special meeting after entering into the contract(s).

Section 8

The Sponsor Director’s duties include:

1. Attempt to obtain sponsors for all Association teams prior to the commencement of Association games.
2. Maintaining a current sponsor list and furnishing said list to the Secretary when requested.
3. Providing appropriate recognition for each sponsor as determined by the Board.
4. Coordinate with selected companies for the production and execution of sponsorship advertisement.
5. Create and maintain the annual sponsorship form.
6. Serving as a member of the Finance Committee.
7. Seeking out any financial support for the Association as required in conjunction with the Finance Committee.

Section 9

The Equipment director’s duties include:

1. Purchasing, with the approval of the Board, necessary equipment such as uniforms, goalie equipment and any other properties of the Association as may be required.

2. Maintaining a current record of all Association-owned equipment and furnish said list to the 1st Vice-President so the equipment may be insured.

3. Responsibility for disbursement, collection, and maintenance of all Association equipment. Said equipment shall be collected at the end of the season and securely stored during the off-season.

4. Coordinate fit days for both house and travel players within the Association.

5. Complete Grant Requests annually for Association needs.  

Section 10

The Registrar’s duties include (unless modified by a signed contract between the Registrar and Board):

1. Responsibility for maintaining all registration documents.
2. Shall keep a register of the name, post office address and telephone number of each association member.
3. Shall serve as chairperson of the registration committee and official MAHA registrar of the BHA.
4. Approval and verification of MAHA rosters and listing of players, coaches, and managers in all USA Hockey, MAHA and league classifications. Must submit all rosters to MAHA district registrar for certification within time schedule set forth by MAHA.
5. Shall be responsible for player registration at the beginning of each season in conjunction with the Registration Committee.

Section 11

The Division Directors’ duties include:

1. Shall be responsible for the complete operation of his/her particular division.
2. Shall determine, along with the President and House Director, situations arising in affected divisions from emergencies or questions that are not provided for in the Constitution or By-Laws, until such time as they may be acted upon at a regularly scheduled Board or Executive Committee Meeting.
3. Shall timely maintain league standings to aid in playoff formation.
4. Shall coordinate, plan and provide leadership along with the House Director for player evaluations and team drafts in each division.
5. Shall report all written complaints and protests to the House Director or the President.
6. Shall be responsible for identifying and recommending an individual(s) for the Division Director position.
7. Shall be responsible for the supervision of the collections of players’ dues, registration forms, insurance claims, and equipment, within his division and forwarding of same to the House Director or to the other appropriate officer or director.
8. Shall attend all division and playoff games within his/her division or arranging for another Board member or designated assistant to stand in for him in case of absence. Shall be responsible to see that time is kept, the game is scored and penalties are served for each league and playoff game.
9. Shall convey the rules and regulations of the Association as set forth in the Constitution and Bylaws to all players, coaches, and managers shall also address problems and disputes in his division as required.
10. Shall recommend the termination of any coach, assistant coach or manager to the House Director or the President.
11. Shall ensure that a first-aid medical kit is available prior to the start of every game.
12. Shall nominate qualified coaching candidates to the House Director as required.
13. Shall appoint an assistant Division Director to act as his designated assistant. This assistant shall have the authority to act in the Division Director’s absence.
14. Shall keep up-to-date team rosters of each team within his division and report any roster changes to the House Director, the 1st Vice-President and the Registrar.

Section 12

The Travel Director’s duties include:

1. Recommending the travel program for Board approval:
2. Number of teams
3. Level of teams (A, AA, AAA)
4. League
5. Head coaches
6. Assistant coaches
7. Managers
8. Sponsors
9. Planning, Advertising and supervising all tryouts.
10. Coordinating purchase of all practice and game equipment.
11. Assisting the 1st Vice-President in dealings with MAHA pertaining to travel teams.
12. Assisting the Treasurer and fundraising director in any monetary matters pertaining to travel teams.
13. Assisting the Ice Director in scheduling practice times, games, and referees for travel teams.
14. Assist travel teams in processing player release forms.
15. Reporting all written complaints and protests submitted to him to the Executive Committee.

Section 13

The Director of Hockey Operation’s duties are prescribed by written contract between the Director of Hockey Operations and the Association.  

Section 14

The City Liaison’s duties include:

1. Maintaining a direct liaison with the City of Birmingham.
2. Report to the Board all City of Birmingham issues which relate to the Association.

Section 15

Legal Counsel’s Duties Include  

1. Drafting and Revising of the Association’s Constitution and Bylaws.  

2. The review of contracts involving the Association as a party.  

1. Other miscellaneous legal items which benefit the Association.

Section 16

The Director of Player Development’s duties may or may not be prescribed by written contract and are intended to include: 

1. Oversight of Travel and House skills development.  

2. Vetting of current and potential new third-party trainers.  

3. Attendance at all Association Board Meetings.  

1. Maintaining a Practice Plan Repository along with the creation of practice plans on video.
2. Scheduling Skills Coaches for all Association teams.
3. Create framework for skills camps.
4. Promote the Association’s use of social media.
5. Execute an Association developmental model.
6. Provide on-ice support where needed
7. Work with the Association (especially older level travel teams) on in-game video analysis.
8. Work with Liberty hockey program.
9. Work to host a tournament.

ARTICLE IX – COMMITTEES

The following committees shall exist permanently: 

Section 1

Executive Committee. 

The Executive Committee shall consist of the following members of the Board (President, 1st Vice-President and Legal Counsel Treasurer). The duties of the Executive Committee shall be as follows:

1. Possessing and exercising the authority of the Board of Directors in all affairs of the Association between meetings of said Board.
2. Responsibility for the enforcement of all rules and regulations as set forth in the Constitution, Bylaws of the Association.
3. Having the authority to suspend any member, coach, manager, or player for conduct detrimental to ice hockey, either on or off the ice, including abusive language to game officials or Association members.
4. Responsibility for all rule interpretations of the Association’s Constitution and Bylaws.
5. Meeting at the call of the President. Three officers (including the President) shall constitute a quorum. Minutes may be kept at the discretion of the President.

Section 2

Constitution and By-Laws Committee. This Committee shall consist of the President, 1st Vice President and Legal Counsel, and shall have the following duties:

1. Reviewing and improving the Constitution and Bylaws.
2. Submitting recommendations and revisions of the Constitution and Bylaws to the Board when appropriate.

Section 3

Finance Committee. The Finance Committee shall be chaired by the Treasurer and shall consist of the President and the Sponsor Director and shall have the following duties:

1. Establishing programs designed to meet the financial needs of the Association.
2. Preparing a financial statement for each fiscal year for Board’s approval.
3. Suggesting financial policy to the Board to insure the financial stability of the Association.
4. Insuring all financial programs be approved by the Board prior to implementation.
5. Conduct a meeting at the call of the Treasurer.

Section 4

Registration Committee. The Registration Committee shall be chaired by the House Director (Registrar) and also consist of the Travel Director, Director of Hockey Operations and the committee shall:

1. Make public the date, time, and place where individuals may register to participate in the program of the Association.

2. Establish and administer registration procedures.

3. Obtain necessary participant information.

4. Prepare and submit necessary USA Hockey and MAHA registration materials for the Association, players, coaches and managers.

5. Assess registration fees as directed by the Treasurer or Board.

6. Make public the date, time and place of any clinics, programs, etc. sponsored by the BHA.

ARTICLE X – PARTICIPATION OF OTHERS

Nothing in this Constitution shall be construed to bar participation by other Association members in functions which are the responsibility of the elected Board members. Volunteer assistance shall always be welcomed and encouraged, however, appointments of volunteers to positions of responsibility are subject to Board approval and volunteers will serve at the discretion of the Board.

ARTICLE XI – FINANCIAL COMPENSATION OF A DIRECTOR

With a two-thirds majority vote of the Board members present at a regularly scheduled Board meeting, the Board may approve financial compensation to a Director for performance of the duties of a position. Directors awarded financial compensation shall recuse themselves from voting on matters which directly affect their compensation. Otherwise, Directors receiving financial compensation may vote on any matter.

ARTICLE XII – HEARINGS

Problems, disputes, grievances, etc., arising under the policies, procedures, Bylaws, rules and regulations which serve for governing the BHA will, when necessary, be dealt with by the Executive Committee and/or the full Board. When discussions with appointed officials, such as referees, coaches, or Division Directors fail to resolve a matter, any Association member may request a hearing before the Executive Committee. If the matter is not satisfactorily resolved at the Executive Committee hearing, a hearing before the full Board may be requested. All requests for hearings shall be in writing, to define the matter to be considered and, when appropriate, the Executive Committee shall submit a written report to the Board to explain in detail what has been done to resolve the matter. Requests for hearings shall be addressed to the Association, at its principle office. Upon receipt, such requests shall be referred to the Chairman of the Executive Committee who will convene the requested hearing.

ARTICLE XIII – FISCAL YEAR

The fiscal year of the Association shall end on the 30th day of April in each year, unless otherwise ordered by the Board.

ARTICLE XIV – AUDITED STATEMENT

If requested by a majority vote of the Board, there shall be presented to the Board an audited statement from a certified public accountant of the income and expenditures of the BHA as of the fiscal year end.

ARTICLE XV – AMENDMENTS

This Constitution may be altered or amended by a majority vote of the registered voting members present and voting at any regular or special meeting of Association members provided that a proper notice for such meetings and a quorum is present. 

ARTICLE XVI – CONTRACTS AND CONVEYANCES

Section 1

When the execution of any contract or other instrument has been authorized in advance by the Board, the President or 1st Vice-President may execute the same in the name of the Association.

Section 2

The Board shall have the power to specifically designate other agents who shall have the authority to execute any instrument on behalf of the Association.

Section 3

The President shall have the power to bind the Association by written contract or conveyance without the specific authorization in advance by the Board, provided his/her action is submitted for ratification at the next regular or special Board Meeting. The Board may ratify or rescind the action of the President, and shall keep a record listing the names and addresses of all the members.

ARTICLE XVII – BOOKS AND RECORDS

Section 1

The Association Secretary shall keep accurate and complete Association records or accounts and shall also keep minutes of all Board Meetings and any Executive Committee Meetings deemed necessary by the President and shall keep a record listing the names and addresses of all members.

Section 2

All books and records of the Association may be inspected by any Board Member for any proper purpose at any reasonable time upon written request to the Association.

ARTICLE XVIII – INDEMNIFICATION OF DIRECTORS, OFFICERS, AND EMPLOYEES

Section 1 – Actions in the Best Interest of the Association

The Association shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Association) by reason of the fact that he or she is or was a Director, Officer, employee or agent of the Association against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if, the Board determines, he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Association and, with respect to any criminal action or proceeding, and no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the Association and, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was unlawful.  The Board may, at its own discretion, determine, at any time, whether to revoke its indemnification promise or obligation under Article XVIII.  

Section 2 – Determination of Indemnification

Any indemnification under Article XVIII, Sections 1 (unless ordered by a Court) shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the Director, Officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Articles XVIII, Section 1. Such determination shall be made (i) by the Board by a majority vote of a quorum (as defined in Article VII, Section 11 of this Constitution) consisting of Directors who were not parties to such action, suit or proceeding or if such quorum is unavailable, but a majority of disinterested individuals entitled to vote. 

ARTICLE XIX – LIABILITY LIMITATIONS

Section 1

To the full extent permitted by law, no volunteer director of the Association shall be personally liable to the Association or its members for damages for breach of the director’s so long as he/she acted within the scope of his/her duties as Board Member.  

Revised and approved on January 24, 2022