The name of the organization shall be INDEPENDENT WOMEN’S CLUB HOCKEY LEAGUE (“League”). It was formed under the laws of the State of New Hampshire, will be operated as a tax-exempt nonprofit organization as defined in Section 501(c)(3) of the Internal Revenue Code, and will be governed by the applicable provisions of New Hampshire RSA 292.

ARTICLE II: Location

The principal office of the League for the transaction of its business is located at York, Maine. It shall also maintain a Post Office box in Durham, New Hampshire for receipt of mail. These locations may change for the convenience of the League when leadership changes from time to time.

The League may also have offices at such other places, within or without the State of New Hampshire, where it is qualified to do business, as its business may require and as the Board of Directors may from time to time designate.

ARTICLE III: Purposes and Powers

The purpose of the League is to facilitate the playing of the game of ice hockey between collegiate-level women’s club ice hockey teams.
The League shall have all the powers necessary to carry out the foregoing purpose, and all the powers of non-profit organizations established under the laws of the State of New Hampshire.
The League shall be an equal opportunity entity, and it shall not discriminate on the basis of age, race, color, creed, sex, disabilities, financial status, or national origin (i) in the persons serviced, or in the manner of service; (ii) in the hiring, assignment, promotion, salary determination, or other conditions of staff employment; (iii) in the selection of members; or (iv) in the membership of its Board of Directors.
The League shall neither have nor exercise any power, nor shall it engage directly or indirectly in any activity that would invalidate its status as a tax-exempt nonprofit organization described in Section 501(c)(3) of the Internal Revenue Code, or any successor provision.
The League is not organized for pecuniary profit and shall not have any capital stock. No part of its net earnings or of its principal shall inure to the benefit of any Director or Staff of the League, or any other individual, partnership or corporation, but reimbursement for expenditures or the payment of reasonable compensation for services rendered shall not be deemed to be a distribution of earnings or principal.
On dissolution, after provision is made for payment of debts, all property of the League, from whatever source arising, shall be distributed only to such organizations as are then exempt from tax pursuant to the provisions of Section 501(c) of the Internal Revenue Code, or any successor provision, and as the Board of Directors of the League shall determine, unless otherwise provided in an instrument governing the use or disposition of donated property.
No substantial part of the activities of the League shall be carrying on propaganda, or otherwise attempting, to influence legislation, and the League shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.

ARTICLE IV: Members-teams and Member-team Eligibility Requirements

Members. The League shall have such members as may qualify to participate in its activities. The League’s members shall be known as Member-teams that participate in one of the League’s Divisions.
Member Qualifications. Member-teams of the IWCHL shall include women’s collegiate club hockey teams acting out of any two or four-year college or university within the northeastern region of the United States, who have satisfied all League requirements for eligibility, exist in Good Standing with the League, and have paid all necessary membership dues.

ARTICLE V: Board of Directors and Staff

Board of Directors. There shall be a Board of Directors within the League which shall consist of not less than three (3) persons and not more than seven (7) persons including the Student Directors and League Commissioner. Each Director shall possess one vote each.
1. The League Commissioner shall serve as the Chair of the Board, supervise Board meetings, and serve as the Board’s tie-breaking vote on motions.
Powers. The Board of Directors shall supervise and control the business, property, and affairs of the Divisions of the League, except as otherwise provided by law, the Articles of Agreement of the League, or these Bylaws.
Student Roles. The Student Directors of the League shall consist of a President, a Vice-President, a Secretary, and a Treasurer. One person shall not hold two offices with the exception of Treasurer-Secretary. Additional Director roles may be appointed as deemed necessary upon vote by the member-teams of the League.
Compensation. Directors shall not receive monetary compensation for their services, but by resolution of the Board of Directors, expenses of attendance, if any, may be allowed for attendance at any regular or special meeting of the Board. The League shall not provide personal loans to any Director.
Bonding of Officers. The Board of Directors may require any Director, Staff, or other person entrusted with the handling of funds or valuable property of the League to give bond to the League, with sufficient surety or sureties, conditioned upon the faithful performance of such person’s duties.
Term of Student Directors; Resignation; Removal; Vacancies.
1. Eligibility. Any student who is affiliated with a member-team in an official capacity is eligible to be elected to the Board of Directors so long as their member-team has been in Good Standing. Member-team representatives shall cast votes to elect the students of the Board of Directors for the following season. Students must receive a majority affirmative vote by two-thirds (⅔) of the member-teams in Good Standing to be elected to the Board of Directors.
2. Election. Directors shall be elected and/or re-elected at a meeting of the League by the member-teams of the League to serve for a term of one year.
3. Vacancies and Newly Created Directorships. Any newly created Directorships and any vacancies on the Board of Directors arising at any time and from any cause may be filled at any meeting of the Board of Directors by a majority of the Directors then in office. A Director elected to fill a vacancy shall be elected for the unexpired term of the member’s predecessor in office.
4. Resignation. Any Director may resign at any time by giving written notice to the President and the League Commissioner. Such resignation shall take effect at the time specified in the notice, or if no time is specified, then immediately. The Directors shall fill any vacancy occurring in any office of the League for the unexpired term.
5. Removal. Any Student Director or Commissioner may at any time be removed from office for any cause deemed sufficient by the Board of Directors or League Commissioner. Removal will require the affirmative vote of the majority of the full number of Directors then in office acting at a meeting of the Board, the notice of which has specified the proposed removal. In addition, three (3) consecutive absences from regular meetings of the Board shall constitute an automatic resignation without any further action of the Board of Directors, unless the President of the Board has excused the absences.
League Commissioner. The League shall retain a Commissioner, nominated by the League Membership and then approved and appointed by the Board of Directors to facilitate the operations and management of each division’s membership services and programs. The Commissioner shall serve as Chair of the Board of Directors and be the main point of contact between the Board and League Staff.
1. Responsibilities of the Commissioner include but are not limited to: promoting League membership; providing assistance and clarification to member-team programs regarding League rules, regulations, and policies; facilitating the resolution of concerns between member-teams; assisting in the organization of League playoffs; enforcing League rules, policies, and protocols; determining appropriate disciplinary measures; providing recommendations and guidance to the Board of Directors; representing the League when needed and appropriate; and other such duties as fitting for the position.
2. The Commissioner may appoint Staff to the Board to assist with these responsibilities as deemed necessary.
Student Director Roles.
1. President. The President shall preside at League-wide meetings, and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. The President shall be charged with setting League meeting agendas and directing League progress. The President shall serve as the main point of contact for each member-team’s representative and shall be charged with upkeeping and fostering the League communication network. The President shall exercise the power of the Board when otherwise impractical to obtain a vote by the Board of Directors.
2. Vice President. The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. The Vice President shall serve as the secondary point of contact for each member-team’s representative and shall be charged with upkeeping and fostering the League communication network.
3. Secretary. The Secretary shall keep the minutes of all meetings of the League and the Board of Directors, and perform all other duties incident to the office, and such other duties as may be assigned by the Board of Directors including maintaining updated rosters and game schedules of all member-teams. The Secretary shall submit meeting minutes to the Board for approval and the League Webmaster for publication no less than seven (7) days after the meeting.
4. Treasurer. The Treasurer shall cause regular books of account to be kept, and shall render to the Board of Directors, from time to time as may be required, an account of the financial condition of the League, shall deliver an annual report of the current and projected standing of the League’s finances at at least one meeting per year, and shall perform all other duties properly required of the Treasurer by the Board of Directors. The Treasurer shall, in conjunction with the Commissioner, have the authority to determine any fines or penalties imposed on teams found to be in violation of League and Divisional rules, regulations, and policies.
Executive Director. The Board of Directors shall retain an Executive Director who shall serve as Staff to the Board and be responsible for the governance and oversight of the operations of the IWCHL including such administrative tasks related to taxes, insurance, legal proceedings and other such requirements.
League Staff. Staff to the League shall consist of any such offices as deemed necessary by the Board of Directors or otherwise appointed by the League Commissioner. League Staff shall hold no vote on motions and may be removed by a majority vote of the Board of Directors.
1. Deputy Commissioners. The League Commissioner may appoint Deputy Commissioners approved by the Board of Directors to serve in conjunction with the Commissioner or as otherwise needed.
2. Referee-in-Chief. The Referee-in-Chief shall be nominated by the Commissioner and approved by the Board of Directors to serve as the referee assignor to all Presidential and Adirondack games including regular season and playoffs.
3. League Webmaster. The League Webmaster shall be nominated by the Commissioner and approved by the Board of Directors to oversee, manage, and maintain updates on the League website. Rosters, schedules, game scores, and any other such relevant information must be submitted to the Webmaster. Game scores shall be posted within twenty-four (24) hours of the submission.

ARTICLE VI: Meetings of the Board of Directors

Annual Meeting. A regular annual meeting of the Board of Directors shall take place each year at such time, date and place as shall be designated by the Board of Directors. Virtual meetings are acceptable. The purpose of the annual meeting shall be to transact such business as may properly come before the meeting and establish yearly League goals for the upcoming season.
Special Meetings. Special meetings of the Board of Directors may be called by the League Commissioner, President, or by any of the Directors, on five (5) days notice to be held at such time, day and place as shall be designated in the notice of the meeting.
Notice of Meetings. The time, day and place of any regular or special meeting of the Board of Directors shall be specified in the notice of the meeting, but no such specification is required in a waiver of notice of such meeting.
Record of Meetings. The Secretary or, in the absence of the Secretary, one of the Directors designated by the Board of Directors and participating in the meeting, shall keep a record of the meeting of the Directors.
Quorum; Vote Required. A majority of Directors then in office shall constitute a quorum for the transaction of business at any meeting of Directors, and, unless otherwise provided for by law or these Bylaws, the act of the majority of the Directors present and voting at any meeting at which a quorum is present shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Directors, the Directors present at the meeting may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum shall be present. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.
Action by Unanimous Consent. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting if: consent in writing, setting forth the action so taken, shall be signed by all of the Directors and filed by the Secretary with the minutes of the meetings of the Board of Directors. The consents may be executed in any number of counterparts, all of which when taken together shall constitute a single original consent. Consents by electronic mail, setting forth the action so taken, are submitted by all the Directors, received by the League and filed by the Secretary with the minutes of the meetings of the Board of Directors.

ARTICLE VII: Committees and Subcommittees

Committees and subcommittees may be appointed to undertake any and all such tasks seen as necessary for the proper administration and conductance of the League.
Committees and subcommittees may be appointed by the President, by the League Commissioner, or upon affirmative vote of two-thirds (2/3) of all League member-teams in Good Standing.
Committees and subcommittees may consist of Directors, Staff, member-team representatives, and other qualified individuals who have either volunteered their services or have been selected by the Board to contribute to the committee or subcommittee.
All committee and subcommittee activities shall be appropriately documented and shared with the Board of Directors and League member-teams upon the consent and approval of the Board of Directors.

ARTICLE VIII: Notices

General. Whenever under the provisions of law or these Bylaws, notice is required to be given to any person, such notice may be given via U.S. mail or overnight delivery service with postage prepaid, and notice shall be deemed given when deposited in the mail or the delivery service addressed to such person at such person’s address as it appears on the records of the League. Notice may also be given by electronic means, facsimile, or hand delivery, and such notice will be deemed given when received.
Waiver. Whenever any notice is required to be given by law or by these Bylaws, a waiver of notice signed by the person or persons entitled to such notice, whether before or after the time stated in these Bylaws, shall be deemed equivalent to the giving of such notice. Attendance at a meeting either in person, or if applicable, by proxy, of a person entitled to notice shall constitute a waiver of notice of the meeting unless he or she attends solely for the purpose of objecting at the beginning of the meeting to the transaction of business on the grounds that the meeting was not lawfully called or convened.

ARTICLE IX: Conflict Prevention

Policy Governing Conflict of Interest and Pecuniary Benefits Transactions. The League shall adopt, implement, enforce and regularly review Policies and Procedures governing conflicts of interest and pecuniary benefits transactions. The Policy and Procedures shall, at a minimum, meet the requirements of New Hampshire law as then in effect, and comply with Guidelines established by the Office of the NH Attorney General, Charitable Trust Unit. Each Director, Staff, or Committee member shall have an affirmative duty to disclose to the League each transaction with the League that would be a Pecuniary Benefit Transaction, as defined by New Hampshire RSA 7:19-a, as to that Director, Staff, or Committee member, and shall be prohibited from participating in the discussion or voting on the transaction.
Policy on Pecuniary Benefits Transactions. Transactions that provide a direct or indirect pecuniary benefit to any Director or Staff or any member of his or her immediate family, his or her employer, or any person or organization of which he or she is a Proprietor, Partner, Officer, Director, or Trustee, are prohibited unless they are in the League’s best interest, the transaction is made in the ordinary course of the League’s business or operation, and the transaction does not involve a loan of money or property to a Director or Staff.

ARTICLE X: Contributions and Depositories

Voluntary Contributions. The League may accept gifts, grants, legacies and contributions from any source including persons, corporations, trusts, charities, and governments and governmental agencies.
Depositories. The Board of Directors shall determine what depositories shall be used by the League as long as such depositories are located within New England or New York and are authorized to transact business by state law, and are federally insured. All checks and orders for the payment of money from said depository shall be signed such signatories as have been authorized and required in advance by the Board of Directors.

ARTICLE XI: Dissolution

Dissolution. The League may be dissolved upon the affirmative vote of two-thirds (2/3) of the members of the Board of Directors then in office taken at a meeting of the Board of Directors called for that purpose, or upon the written consent of all members of the Board of Directors entitled to vote thereon. No Director, Staff, or person connected with the League shall be entitled to share in the distribution of any of the League assets upon its dissolution.

ARTICLE XII: General

Fiscal year. The League shall operate on a fiscal year ending September 30. Alteration of the fiscal year by the Board of Directors shall not require amendments of these Bylaws.
Execution of Contracts and Documents. All contracts and evidence of debt may be executed only as directed by the Board of Directors.

ARTICLE XIII: Indemnification

The League shall indemnify a person who is or was a Director, Staff, or agent of the League or who is or was serving in another capacity at the request of the League, to the extent authorized by law, and will purchase and maintain insurance to protect itself and such persons against liability.

ARTICLE XIV: Amendments

These Bylaws may be amended or repealed or new Bylaws adopted by the Directors at any meeting by the affirmative vote of not less than two-thirds (2/3) of all the Directors of the League, provided notice of the proposed change is given in the notice, which must be given not less than ten (10) days prior to such meeting.

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OLD VERSIONS

ARTICLE I

Name

1.1 The name of the organization shall be INDEPENDENT WOMEN’S CLUB

HOCKEY LEAGUE (“League”). It was formed under the laws of the State of New Hampshire,

will be operated as a tax-exempt nonprofit organization as defined in Section 501(c)(3) of the

Internal Revenue Code, and will be governed by the applicable provisions of New Hampshire

RSA 292.

ARTICLE II

Location

2.1. The principal office of the League for the transaction of its business is located at

York, Maine. It shall also maintain a Post Office box in Durham, New Hampshire for receipt of

mail. These locations may change for the convenience of the League when leadership changes

from time to time.

2.2. The League may also have offices at such other places, within or without the State of

New Hampshire, where it is qualified to do business, as its business may require and as the Board

of Directors may from time to time designate.

ARTICLE III

Purposes and Powers

3.1. Purpose. The purpose of the League shall be as set out in Article Second of its

Articles of Agreement.

3.2. Powers. The League shall have all the powers necessary to carry out the foregoing

purpose, and all the powers of non-profit organizations established under the laws of the State of

New Hampshire.

3.3. Limitations.

3.3.1. The League shall be an equal opportunity entity, and it shall not

discriminate on the basis of age, race, color, creed, sex, disabilities, financial status, or

national origin (i) in the persons serviced, or in the manner of service; (ii) in the hiring,

assignment, promotion, salary determination, or other conditions of staff employment;

(iii) in the selection of members; or (iv) in the membership of its Board of Directors.

3.3.2. The League shall neither have nor exercise any power, nor shall it engage

directly or indirectly in any activity that would invalidate its status as a tax-exempt

nonprofit organization described in Section 501(c)(3) of the Internal Revenue Code, or

any successor provision.

3.3.3. The League is not organized for pecuniary profit, and shall not have any

Bylaws – Independent Women’s Club Hockey League Page 2 of 6 pages

capital stock. No part of its net earnings or of its principal shall inure to the benefit of

any officer director of the League, or any other individual, partnership or corporation, but

reimbursement for expenditures or the payment of reasonable compensation for services

rendered shall not be deemed to be a distribution of earnings or principal.

3.3.4. On dissolution, after provision is made for payment of debts, all property

of the League, from whatever source arising, shall be distributed only to such

organizations as are then exempt from tax pursuant to the provisions of Section 501(c) of

the Internal Revenue Code, or any successor provision, and as the Board of Directors of

the League shall determine, unless otherwise provided in an instrument governing the use

or disposition of donated property.

3.3.5. No substantial part of the activities of the League shall be carrying on

propaganda, or otherwise attempting, to influence legislation, and the League shall not

participate in, or intervene in (including the publishing or distribution of statements), any

political campaign on behalf of (or in opposition to) any candidate for public office.

ARTICLE IV

Members

4.1. The League shall have such members as may qualify to participate in its activities..

ARTICLE V

Directors

5.1. Powers. The Directors shall supervise and control the business, property and affairs

of the League, except as otherwise provided by law, the Articles of Agreement of the League, or

these Bylaws.

5.2. Number. There shall be a Board of Directors of the League of not less than three (3)

persons and not more than seven (7) persons. The signers of the Articles of Agreement shall

elect the initial Board of Directors of the League, and thereafter the members of the Board of

Directors shall be elected at the annual meeting of Directors.

5.3. Election Term. Directors of the League shall be elected at the annual meeting of the

Board of Directors to serve for a term of three (3) years or until their successors are elected and

qualified. No Director shall serve more than two consecutive three-year terms, but may be

reelected after a lapse of one year.

5.4. Vacancies and Newly Created Directorships. Any newly created Directorships and

any vacancies on the Board of Directors arising at any time and from any cause may be filled at

any meeting of the Board of Directors by a majority of the Directors then in office. A Director

elected to fill a vacancy shall be elected for the unexpired term of the member’s predecessor in

office.

5.5. Removal. Any Director may at any time be removed from office for any cause

deemed sufficient by the Board of Directors by the affirmative vote of two-thirds of the full

number of Directors then in office acting at a meeting of the Board, the notice of which has

specified the proposed removal. In addition, three consecutive absences from regular meetings

of the Board shall constitute an automatic resignation without any further action of the Board of

Directors, unless the President of the Board has excused the absences.

5.6. Compensation. Directors shall not receive monetary compensation for their

services, but by resolution of the Board of Directors, expenses of attendance, if any, may be

allowed for attendance at any regular or special meeting of the Board. The League shall not

provide personal loans to any Director.

ARTICLE VI

Meetings of the Directors

6.1. Annual Meeting. A regular annual meeting of the Board of Directors shall take

place each year at such time, date and place as shall be designated by the Board of Directors. The

purpose of the annual meeting shall be to elect Directors and officers of the League and to

transact such other business as may properly come before the meeting.

6.2. Regular Meetings. Regular meetings of the Board of Directors shall be held at least

two (2) times per year upon the call of the President.

6.3. Special Meetings. Special meetings of the Board of Directors may be called by the

President, or by any five (5) Directors, on five (5) days notice to be held at such time, day and

place as shall be designated in the notice of the meeting.

6.4. Notice of Meetings. The time, day and place of any regular or special meeting of the

Board of Directors shall be specified in the notice of the meeting, but no such specification is

required in a waiver of notice of such meeting. Notice shall be given as provided in Section 7.1.

6.5. Telephone Meetings. Any one or more Directors may participate in a meeting of the

Board of Directors by conference telephone or other electronic means by which all persons

participating in the meeting can communicate with each other. Participation by telephone shall

be equivalent to presence in person at a meeting for purposes of determining if a quorum is

present.

6.6. Record of Meetings. The Secretary or, in the absence of the Secretary, one of the

Directors designated by the Board of Directors and participating in the meeting, shall keep a

record of the meeting.

6.7. Quorum; Vote Required. A majority of Directors then in office shall constitute a

quorum for the transaction of business at any meeting of Directors, and, unless otherwise

provided for by law or these Bylaws, the act of the majority of the Directors present and voting at

any meeting at which a quorum is present shall be the act of the Board of Directors. If a quorum

shall not be present at any meeting of the Directors, the Directors present at the meeting may

adjourn the meeting from time to time, without notice other than an announcement at the

meeting, until a quorum shall be present. At such adjourned meeting at which a quorum shall be

present, any business may be transacted which might have been transacted at the meeting as

originally notified.

6.8. Action by Unanimous Consent. Any action required or permitted to be taken at a

meeting of the Directors may be taken without a meeting if:

a. Consents in writing, setting forth the action so taken, shall be signed by all of the

Directors and filed by the Secretary with the minutes of the meetings of the Board of Directors.

The consents may be executed in any number of counterparts, all of which when taken together

shall constitute a single original consent.

b. Consents by electronic mail, setting forth the action so taken, are submitted by all

the Directors, received by the League and filed by the Secretary with the minutes of the meetings

of the Board of Directors.

ARTICLE VII

Notices

7.1. General. Whenever under the provisions of law or these Bylaws, notice is required

to be given to any person, such notice may be given via U.S. mail or overnight delivery service

with postage prepaid, and shall be deemed given when deposited in the mail or the delivery

service addressed to such person at such person’s address as it appears on the records of the

League. Notice may also be given by electronic mail, facsimile, or hand delivery, and such

notice will be deemed given when received.

7.2. Waiver. Whenever any notice is required to be given by law or by these Bylaws, a

waiver of notice signed by the person or persons entitled to such notice, whether before or after

the time stated in these Bylaws, shall be deemed equivalent to the giving of such notice.

Attendance at a meeting either in person, or if applicable, by proxy, of a person entitled to notice

shall constitute a waiver of notice of the meeting unless he or she attends solely for the purpose

of objecting at the beginning of the meeting to the transaction of business on the grounds that the

meeting was not lawfully called or convened.

ARTICLE VIII

Officers and Agents

8.1. Officers. The officers of the League shall consist of a President, a Vice-President, a

Secretary, and a Treasurer. One person shall not hold two offices with the permissible exception

of a Secretary-Treasurer.

8.2. Other Officers and Agents. The Board of Directors shall retain a chief executive

officer (“Executive Director”), who shall serve as staff to the Board, and may appoint such other

officers and agents as it shall deem necessary, who shall hold their offices for such terms and

shall exercise such powers and perform such duties as shall be determined from time to time by

the Board of Directors.

8.3. Election: Term of Officers; Resignation; Removal; Vacancies. The Board of

Directors shall elect the officers of the League at the annual meeting. The officers of the League

shall hold office for terms of one (1) year, or until their successors are elected and qualified. Any

officer may resign at any time by giving written notice to the President. Such resignation shall

take effect at the time specified in the notice, or if no time is specified, then immediately. Any

officer may be removed from office at any time, with or without cause, by the affirmative vote of

two-thirds of the Board of Directors at any regular or special meeting of the Board called

expressly for that purpose. The Directors shall fill any vacancy occurring in any office of the

League for the unexpired term. No officer may serve more than two (2) two year terms unless

deemed necessary by reason of emergency by the Board of directors for one additional term. An

officer whose term of office has not expired may continue in such office, and continue for such

term as a Director, regardless of the Director term limitations in Section 5.3.

8.4 President. The President shall preside at meetings of the Board of Directors, and shall

perform such other duties and have such other powers as the Board of Directors may from time

to time prescribe.

8.5. The Vice President. The Vice President shall, in the absence or disability of the

President, perform the duties and exercise the powers of the President and shall perform such

other duties and have such other powers as the Board of Directors may from time to time

Bylaws – Independent Women’s Club Hockey League Page 5 of 6 pages

prescribe.

8.6. Secretary. The Secretary shall keep the minutes of all meetings of the Board of

Directors, and perform all other duties usually incident to the office, and such other duties as may

be assigned by the Board of Directors.

8.7. Treasurer. The Treasurer shall cause regular books of account to be kept, and shall

render to the Board of Directors, from time to time as may be required, an account of the

financial condition of the League, shall deliver an annual report at the annual meeting, and shall

perform all other duties properly required of the Treasurer by the Board of Directors.

8.8. Bonding of Officers. The Board of Directors may require any officer, or other person

entrusted with the handling of funds or valuable property of the League to give bond to the

League, with sufficient surety or sureties, conditioned upon the faithful performance of such

person’s duties.

ARTICLE IX

Committees

Reserved.

ARTICLE X

Conflict Prevention

10.1. Policy Governing Conflict of Interest and Pecuniary Benefits Transactions. The

League shall adopt, implement, enforce and regularly review Policies and Procedures governing

conflicts of interest and pecuniary benefits transactions. The Policy and Procedures shall, at a

minimum, meet the requirements of New Hampshire law as then in effect, and comply with

Guidelines established by the Office of the NH Attorney General, Charitable Trust Unit. Each

Director, Officer, or Committee member shall have an affirmative duty to disclose to the League

each transaction with the League that would be a Pecuniary Benefit Transaction, as defined by

New Hampshire RSA 7:19-a, as to that Officer, Director, or Committee member, and shall be

prohibited from participating in the discussion or voting on the transaction.

10.2. Policy on Pecuniary Benefits Transactions. Transactions that provide a direct or

indirect pecuniary benefit to any Director or Officer or any member of his or her immediate

family, his or her employer, or any person or organization of which he or she is a Proprietor,

Partner, Officer, Director, or Trustee, are prohibited unless they are in the League’s best interest,

the transaction is made in the ordinary course of the League’s business or operation, and the

transaction does not involve a loan of money or property to an Director or Officer.

ARTICLE XI

Contributions and Depositories

11.1. Voluntary Contributions. The League may accept gifts, grants, legacies and

contributions from any source including persons, corporations, trusts, charities, and governments

and governmental agencies.

11.2. Depositories. The Board of Directors shall determine what depositories shall be

used by the League as long as such depositories are located within New England or New York

and are authorized to transact business by state law, and are federally insured. All checks and

orders for the payment of money from said depository shall be signed such signatories as have

been authorized and required in advance by the Board of Directors.

ARTICLE XII

Dissolution

12.1. Dissolution. The League may be dissolved upon the affirmative vote of two-thirds

(2/3) of the members of the Board of Directors of the League then in office taken at a meeting of

the Board of Directors called for that purpose, or upon the written consent of all members of the

Board of Directors entitled to vote thereon. No Director, officer or employee or person

connected with the League shall be entitled to share in the distribution of any of the League

assets upon its dissolution.

ARTICLE XIII

General

13.1. Fiscal year. The League shall operate on a fiscal year ending September 30.

Alteration of the fiscal year (by the Board of Directors) shall not require amendments of these

Bylaws.

13.2. Execution of Contracts and Documents. All contracts and evidence of debt may be

executed only as directed by the Board of Directors.

ARTICLE XIV

Indemnification

14.1. The League shall indemnify a person who is or was a Director, officer, employee or

agent of the League or who is or was serving in another capacity at the request of the League, to

the extent authorized by law, and will purchase and maintain insurance to protect itself and such

persons against liability.

ARTICLE XV

Amendments

15.1. These Bylaws may be amended or repealed or new Bylaws adopted by the Directors

at any meeting by the affirmative vote of not less than two-thirds of all the Directors of the

League, provided notice of the proposed change is given in the notice, which must be given not

less than ten (10) days prior to such meeting.

CERTIFICATION

2016