US Lacrosse, Inc.
Women’s Division Coaches Council
Bylaws

Section 1.1 These are the Bylaws of the Coaches Council of the Women’s Division of US Lacrosse, Inc. which serve to govern the operations of this council only.

Section 1.2 These Bylaws are to be interpreted consistent with the Bylaws of US Lacrosse, Inc. and the Women’s Division. All definitions are incorporated herein.

Section 1.1 Any member of US Lacrosse, Inc. who has designated their primary interest in this class of membership on the US Lacrosse, Inc. membership form, is considered a member of this council for the purpose of the Bylaws.

Section 3.1 The Executive Board will be comprised of the Girl’s Chair, College Chair, Secretary, Girl’s Vice Chair and College Vice Chair, 16 Regional High School (herein referred to as "girl’s") Coaches Council Representatives, one from each region and several College Coaches Council Representatives not to accede 16. The College Coaches Council Reps should be as diversified as possible in both region and division. The Girl’s Chair should be elected on even years and the College Chair and Secretary on odd years.

Section 3.2 The Executive Committee will be comprised of the Girl’s Chair, College Chair, Past College Chair, Past Girl’s Chair and Secretary.

Section 3.3 Each chapter of US Lacrosse, Inc., must elect a girl’s coaches council representative to organize their chapter coaches and to represent their chapter on the Regional Coaches Council. The Regional Coaches Council will vote to elect one girl’s council representative to represent the region on the Executive Board. It is recommended that she be in place by September and be prepared to attend the winter meeting of the Coaches Council Executive Board Meeting.

Section 3.4 By mail ballot prior to the annual meeting, the Women’s Division Coaches Council shall elect individuals to serve on and the Women’s Division Board of Governors in accordance with the provisions of Chapter 4.1 of the Womens’ Division Bylaws.

Section 3.5 Each governor and director shall be elected for a term of two (2) years.

Section 4.1 The Women’s Division Coaches Council will be governed and guided by Chapter 9 of the US Lacrosse Bylaws with the exception of Section 9.4 which is amended to read:

"Quorum of 1%"
A quorum for the transaction of other business at a meeting of the Executive Board shall exist if a majority of the members of the Executive Board then in office are present.

Section 5.1 The Council Chairs shall ensure that an annual meeting of the Coaches Council is held and shall preside at that meeting. The Council Chairs shall convene additional Council meetings, appoint sub-committees, ensure that information is passed to the Councils representatives to the Womens’ Division Board of Governors and the US Lacrosse Board of Directors, and otherwise conduct business of the Council.

Section 5.2 The Council Secretary shall ensure that notices of each Coaches Council meeting are properly sent to the appropriate members. The Council Secretary shall also ensure that accurate records of membership in the Council are maintained and take minutes at all meetings, and ensure that all executive members get minutes of the meetings.

Section 5.3 The Council shall prepare an annual report of its activities following the annual meeting for the Women’s Division Board of Governors. The Council Secretary will ensure that the annual report is submitted to the Councils’ representatives to the Women’s Division Board of Governors by such time as the Board of Governors establishes for submission of reports.

Section 5.4 Any member of the women’s division may submit a nomination in writing at least thirty days prior to the meeting to elect officers if that nomination is seconded by any member of that Executive Board at that meeting the nomination shall be placed on that slate of officers. Officers must be elected by the majority of the Board present at a meeting properly warned for that purpose.

Section 5.5 Any member of the women’s division may submit a nomination in writing to the Nominating Committee at least thirty days prior to the meeting to elect representatives to the Women’s Division Board of Governors and the US Lacrosse, Inc. Board of Directors. If that nomination is seconded by any member of that Executive Board at that meeting, the nomination shall be placed on that slate of officers. Officers must be elected by the majority of the Board present at a meeting properly warned for that purpose.

Section 5.6 Each Council may elect one substitute representative (herein known as appointee) for each of the high school and college to attend meetings of the Women’s Division Board of Governors or US Lacrosse Board of Directors meetings if the elected representative of the Coaches Council is unable or unwilling to attend a given meeting. The appointee may vote at the meeting in place of, but not in addition to, the elected representative. The appointee must be on file with the Coaches Council Executive Board secretary and serve a simultaneous term with the board member. The appointee for a Women’s Division Board of Governors or US Lacrosse Board of Directors must be on file with the USL Board Secretary.

If both the regular representative and the substitute appointee are unable to attend the meeting, the Council may elect to grant a proxy to another governor. The proxy must be in writing and filed with the secretary of the Women’s Division at least twenty-four hours before the meeting for which it is issued. It must include: the name of the governor to whom the proxy is granted; the extent of the proxy granted-whether to vote on a specific issue or on all matters raised at the meeting; a statement by the regular representative and the substitute representative, if any, that they are unable to attend the meeting and; the signature of the Chair or the Secretary of the Council. The proxy shall be in effect from the time the meeting is commenced until it is adjourned or recessed, or until the proxy is withdrawn in writing signed by the Chair or the Secretary of the Council. A new proxy must be filed for each meeting.

Section 5.7 Vacancies may be filled only by the membership of the regional association (high school or college as well as geographic) represented by the vacancy. Vacancies on the Executive Committee can be filled only by the constituency of the vacancy and must be voted upon by that constituency of the Executive Board.

Section 5.8 Any officer may be removed by an affirmative vote of two-thirds of the Executive Board with or without cause, but only after notice and an opportunity to be heard before all of the Executive Board members then voting.

Section 6.1 The Executive Committee will meet two (2) times a year at the joint US Lacrosse, Inc. Winter Convention or the IWLCA Winter Meeting and at the Spring National Tournament. The General Membership Meeting of all members of the Coaches Council of the Women’s Division will be held at the Spring National Tournament. (Operating Policy - Friday)

Section 6.2 Special meetings may be held at the call of the Chair or at the call of the Secretary upon the written request of a majority of the Executive Board. A special meeting may be as simple as a ballot on one issue where board members may place their votes by proxy (by phone, mail or other) with the Secretary or Chair.

Section 6.3 At all meetings of the Coaches Council, the conduct of business shall be in accordance with Robert’s Rules of Order.

Section 6.4 US Lacrosse, Inc., reimbursement policy is in effect.

Section 7.1 Standing Committees shall exist to carry out the aims and objectives of the Coaches Council. Standing committees will include:

a. National Tournament
b. High School All American, Scholastic Academic All American
c. Rules
d. Safety
e. Coaches Certification
if TV Marketing
g. Nominations

Section 7.2  Other Committees. There shall be other committees as the Chairs and Coaches Council Executive Board shall establish.

Section 7.3 Committee Function & Responsibility. The chairs shall both serve as liaison to the Women’s Division Board of Governors. Committee members shall consist of any US Lacrosse member or interested individual willing to contribute to the goals set forth by the committee chair. All committees shall report to the Board at each scheduled meeting.

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 by reason of the fact that he or she was or is an Officer or Board Member shall be indemnified by the Corporation against her/his expenses (including reasonable attorney fees, judgements, fines and amounts paid in settlement) actually and reasonable incurred by her in connection with such action, suit or proceeding to the maximum extent allowed by law.

Section 9.1 These Bylaws may be amended or repealed by unanimous written consent or the affirmative vote at a meeting at which a quorum is present, of at least two-thirds of the total number of members of the Executive Board.

Section 9.2 Notice of any proposed amendment or repeal of any Bylaw shall be contained in a notice of the meeting at which they will be voted on and such notice must be mailed to members of the Executive Board at least 14 days before the meeting commences. Any proposal will be noticed if requested in writing by at least 3 executive board members.

Section 10.1 No member of the Board of Governors, Executive Committee, or Coaches Council Executive Board, or any committee may vote on any matter in which he or she has a financial interest, in or which any member of the person’s immediate interest. If a member of the Board of Governors, Executive Committee, or any other committee becomes aware of any other matter that could be considered a conflict of interest or raise the appearance of a conflict of interest, the member shall immediately disclose that conflict to the Executive Committee.

Section 11.1 Whenever any action by any entity of the Women’s Division is required, to the extent allowed by law, that action may be conducted by mail in such manner as the Board of Governors may be determine. Any action by mail shall be deposited in the U.S. Mail, postage prepaid, at least twenty-one (21) days before the ballot is to be returned.

Section 11.2 Any action by the Board of Governors, the Executive Committee, or any other committee of the Women’s Division, or any Executive Committee of any Council of the Women’s Division which may be taken at a meeting may be taken without a meeting, if consent in writing setting forth the action taken is signed by all of the members of the entity then in office and is filed with the Secretary of the Women’s Division.

Section 11.3 Members of the Board of Governors, the Executive Committee, any other committee of the Women’s Division, or the Executive Committee of any Council of the Women’s Division may participate in the meeting, if a quorum is by that or other means established, by means of a conference telephone call, interactive television or other electronic communications methods, provided that all members participating in the meeting can hear or otherwise communicate with each other simultaneously.

Section 11.4 Any required notice of any meeting may be waived by the written consent of all persons entitled to the notice, and actual attendance at the meeting by the person shall constitute waiver of notice to the meeting.

Submitted by:
Brooke Fritz & Janine Tucker
January 3, 2006