SIGNAL MOUNTAIN LACROSSE MISSION STATEMENT

Signal Mountain Lacrosse is dedicated to preparing youth of the Signal Mountain, TN community for adult life through participation in the sport of lacrosse - promoting and developing important personal attributes including integrity, teamwork, commitment, communication, leadership, and achievement. SML is committed to organizing, developing and promoting the sport of lacrosse within the Signal Mountain community to provide access and opportunity for all interested youth.

SIGNAL MOUNTAIN LACROSSE BYLAWS

ARTICLE I - NAME

The name of this organization is Signal Mountain Lacrosse (hereinafter referred to as "SML" or the "League"). SML is a non-profit organization. The principal address of the SML shall be P.O. Box 411 Signal Mountain, TN 37377.

ARTICLE II - ORGANIZATION

SML is organized and operated exclusively for educational, charitable, and/or religious purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or to any corresponding provision of any future federal tax law, as follows: Education of youth in the Signal Mountain, TN community in the sport of lacrosse in accordance with the SML mission.

SML shall be made up of Members as constituted in ARTICLE III on membership. SML shall be managed by an Executive Board (hereinafter referred to as the "Board"), consisting of no less than three officers. Seats held on the Board shall be a President, Vice President, Secretary, Treasurer, and Chief Marketing Officer. The immediate past President (if available and willing to serve) shall be an ex-officio, non-voting member of the Board. Auxiliary Directors are appointed by the Board as needed. See ARTICLE VII on duties and powers of the Board and Auxiliary Directors.

No part of the net earnings of SML shall inure to the benefit of any officer, director, or member of SML, or any private individual (except that reasonable compensation may be paid for services rendered to SML), and no officer, director, or member shall be entitled to share in the distribution of any of the corporate assets upon dissolution of SML.

ARTICLE III - MEMBERSHIP

Members of SML include Players, Parents, and Coaches.

To gain membership in Signal Mountain Lacrosse, a candidate must:

1. Desire to apply for membership and indicate their desire to participate and promote the purposes of the SML.
2. Agree to pay any initiation fee and/or dues or assessments as may be from time to time established by the Board.
3. Agree to abide by the rules of the SML as they are promulgated from time to time.

ARTICLE IV - DUES AND FEES

All participants shall pay such dues or other fees as agreed upon by the Board. Dues and fees shall be paid to the SML Treasurer (or Registrar) prior to the start half way mark of the season. Considerations will be made on a case-by-case basis for fee reductions, payment plans and scholarships as to be recommended by the President and approved by the Board.

ARTICLE V - AFFILIATIONS

1. All SML Coaches and Players shall be members of US Lacrosse.
2. SML is associated with the Tennessee Scholastic Lacrosse Association (TSLA) for all high school age boy players, grades 9-12.
3. SML is associated with the Tennessee Girls Lacrosse Association (TGLA) for all middle school and high school age girl players, grades 6-12.

ARTICLE VI - OFFICERS

1. The Board shall elect a President, a Vice President, a Secretary, a Treasurer and a Chief Marketing Officer. The Board shall appoint other Auxiliary Directors as deemed necessary. Any two or more offices may be held by the same person, except the office of President and Secretary.
2. The affairs, property and business of the SML shall be managed by or under the direction of the Board, with the exact number of Officers to be specified and not to exceed the number of seats as described in ARTICLE II.
3. The Board shall have authority to determine from time to time, the amount of compensation that shall be paid to any of its members. Officers, directors, and coaches shall be entitled to receive transportation and other expenses of attendance to national and state wide meetings concerning lacrosse, pending pre-approval by the Board. Nothing herein contained shall be construed to preclude an Officer or Director from serving in any other capacity and receiving compensation therefore.

ARTICLE VII - TERM OF OFFICE AND ELIGIBILITY TO HOLD OFFICE

1. Terms of office will begin on July 1st of the specified voting year for each Executive Officer.
2. The Executive Officers shall preside for terms of two years and for no longer than two consecutive terms. After serving two consecutive terms, an Executive Officer cannot hold another Executive Office for at least one year from the completion date of their second consecutive term. Auxiliary Directors are not limited to a specific term and are fully eligibility to become an Executive Officer with no limitations unless they previously held an Executive Office within the past year.
3. Eligibility for all open offices is limited to individuals who have been SML Members for one year or more.

ARTICLE VIII - ELECTIONS

1. Elections for Executive Officers shall take place at the June Board meeting. The election shall be by secret ballot with the nominee receiving the majority of votes cast being declared the winner. If no nominee receives the majority of votes, the ballots shall be recast with the nominee receiving the lowest number of votes being eliminated until one candidate receives the majority.
2. Elections for The President and Treasurer will be held on even number years. Elections for The Vice President, Secretary, and Fundraising/Marketing Director will be held on odd number years.

ARTICLE IX - RESPONSIBILITIES OF OFFICES

The Board maintains bylaws, rules, regulations, and objectives deemed necessary to achieve the mission of SML. Auxiliary Directors manage the affairs and property of the SML and have the power to transact the routine business of SML under the direction of the Board.

A. EXECUTIVE OFFICES

1. The PRESIDENT shall lead the development of the long-term vision for the SML. The President shall preside at all meetings of the Board. In addition, the President will make prompt and effective execution of all laws relating to the SML and of all resolutions policies, rules, and regulations adopted by the Board. The President will exercise ultimate control over the budgets of all parts of the SML and must approve all major budgetary revisions with the Board. The President will guide the activities of the Program Directors and the Community Relations Director.
2. The VICE PRESIDENT shall preside in the absence of the president and in the absence or incapacity of the president be vested with all the powers of the president to perform such as may from time to time be prescribed by the President or the Board. The Vice President leads SML operations and guides the activities of the Equipment Director, the Field Development Director, and the Summer Camp Director.
3. The SECRETARY oversees all records of the SML, including membership. The Secretary sends out meeting notices and agendas for Board meetings and coordinates the recording and distribution of minutes. In addition the Secretary files necessary insurance paperwork for facilities usage with the according parties in regard to all facilities used by the SML. The Secretary guides the activities of the Registrar and the Field Scheduling Director.
4. The TREASURER shall have charge of all funds of the SML. The Treasurer will ensure that all members have paid dues as agreed. The Treasurer shall disburse funds to pay the bills of the League and keep records showing all receipts and disbursements. Such records shall be open at all times to inspection of any Executive Officer. The treasurer is authorized to disburse funds up to $250. The signature of one other member of the Executive Committee is required on all disbursements greater than $250. The treasurer is required to issue an annual report and budget at the annual meeting. The Treasure works with the Registrar to ensure dues and fees are collect and recorded.
5. The CHIEF MARKETING OFFICER (CMO) shall lead all SML marketing and fundraising initiatives including annual registration drives, merchandise sales, and corporate sponsorship development. The CMO guides the activities of the Marketing Director and the Fundraising Director.

Executive Officers will assume the responsibilities for any Offices they guide if they are open until someone is appointed. Executive Officers will represent their assigned Directors at all meetings for which a Director is not present.

B. AUXILIARY OFFICES

1. The BOYS PROGRAM DIRECTOR and GIRLS PROGRAM DIRECTOR shall nominate and present candidates to the Board for coaching positions, evaluate performance of coaches, investigate any coach-related performance issues or complaints, periodically observe coaches at practices and games, serve as contact person for SML members regarding coach-related issues, and perform all duties incident to the office of Program Director or assigned by the President.
2. The COMMUNITY RELATIONS DIRECTOR shall maintain relationships and coordinate communication with key constituents within the Signal Mountain community to increase support for SML and the sport of lacrosse - including SM Board of Recreation, SM Sports Boosters, and SM Public School Administrations - and perform all duties incident to the office of Community Relations Director or assigned by the President.
3. The EQUIPMENT DIRECTOR shall manage the equipment and uniforms necessary to outfit teams, purchase equipment and uniforms approved by the Board, coordinate the distribution and collection of all SML owned equipment and uniforms, assure the safe and secure storage of SML owned equipment and uniforms, and perform all duties incident to the office of Equipment Director or assigned by the Vice President.
4. The FIELD DEVELOPMENT DIRECTOR shall present to the Board all equipment and supplies necessary to properly prepare playing fields for lacrosse activities, advise the Board of known hazards to players, coaches, or spectators for action and resolution, assure safe and secure storage of field related equipment and supplies, arrange for adequate and appropriate practice and game fields, coordinate the preparation of fields for game activities including designing, mowing, lining, and otherwise maintaining field and spectator areas, and perform all duties incident to the office of Field Development Director or assigned by the Vice President.
5. The SUMMER CAMP DIRECTOR shall present the SML summer camp plan to the Board, coordinate camp logistics per approval from the Board including establishment of camp schedule, recruiting of coaches, camp marketing, and player registration, requesting support from other board members in these activities as needed, and perform all duties incident to the office of Summer Camp Director or assigned by the Vice President.
6. The REGISTRAR shall manage player registrations, verify all players and coaches have current US Lacrosse memberships in accordance to maintain liability protection, manage code of conduct acceptance for all members, maintain records of players, coaches, and team registration, and perform all duties incident to the office of Registration Director or assigned by the Secretary or Treasurer.
7. The FIELD SCHEDULING DIRECTOR shall coordinate with coaches for the scheduling of SML fields for practices and games, resolve scheduling conflicts as needed, and perform all duties incident to the office of Field Scheduling Director or assigned by the Secretary.
8. The MARKETING DIRECTOR shall lead activities to generate awareness of the SML organization, its teams, and the sport of lacrosse within Signal Mountain, develop programs and materials to advertise annual player registration at Signal Mountain schools and around the community, seek press coverage with local media, maintain news area of SML Website, and perform all duties incident to the office of Marketing Director or assigned by the CMO.
9. The FUNDRAISING DIRECTOR shall develop and submit fundraising proposals to the Board, manage the fundraising activities approved by the Board, prepare a record of fundraising results for presentation to the Board, and perform all duties incident to the office of Fundraising Director or assigned by the CMO.

ARTICLE X - ABSENCES

In the event the President shall be unable to fulfill his term or in the event of his resignation or absence, the Vice President shall assume his office. In the event any other officer is unable of fill his term or in the event of his resignation, the President may appoint a person to fulfill the unexpired term of the vacant office.

ARTICLE XI - MEETINGS

Board meetings will occur once per month. The Secretary, or in his or her absence another officer, shall notify each director of the time and place of each meeting. The quorum shall consist of a majority of Board members.

ARTICLE XII - QUORUM

A quorum for the transaction of business at a meeting of the Board shall exist when a majority of the directors are represented either in person or by proxy at such meeting. If a quorum is present, a vote of the majority of the directors present in person or by proxy, shall be the act of the Board unless a greater number is required by law, the articles of incorporation or by these bylaws.

ARTICLE XIII - FUNDS & FINANCE

1. The fiscal year of the organization shall be from July 1st-June 30th and in compliance with the rules of the CHS Athletic Booster Association.
2. The budget shall be developed and Treasurer and approved by the Board.
3. The Board may authorize expenditures of funds outside the scope of the budget when it is deemed in the best interest of the team and the organization. Expenditures outside the scope of the approved budget that are greater than $250 require written authorization by the President.
4. All monies received by the Club for any purpose shall be deposited to the credit of SML in a financial institution or institutions selected by resolution of the Board.
5. Funds should be turned in to the Treasurer no more than (3) three days after it is collected and counted and the proper paperwork filled out and signed.
6. All budgets, ledgers, receipts, and disbursements shall be documented and maintained by the treasurer.

ARTICLE XIV: COACHING STAFF

1. Nomination - Nominations will be made for Head Coaches by the Boys and Girls Program Directors, or the President in the absence of a Program Director.
2. Approval - Nominees for all coaching positions must be approved by a majority of the Board.
3. Responsibilities
   1. Organize practices.
   2. Schedules and Conduct games.
   3. Nominates assistant coaches.
   4. Initial discipline of players.
   5. Promote good sportsmanship among players and other participants.
   6. Perform and other functions relevant to the position of Head Coach.
   7. Adhere to the principles of the Club Code of Conduct.
   8. Provide updates to the Board as requested.
4. Removal - A Coach may be removed from the coaching staff upon a majority vote of the Board.

ARTICLE XV: PLAYERS AND TEAMS

A. Players Eligibility and Conduct

For eligibility purposes, players at all levels of SML must live within the boundaries of the Signal Mountain public schools (the Boundaries), as designated by the Hamilton County Department of Education.

Those students within the Boundaries who are home schooled are eligible to participate.

Persons living outside of the Boundaries may petition the Board to play with SML due to a lack of local lacrosse program in their community. Acceptance by the Board is not guaranteed and will be made subject to review/approval with the appropriate Coach and to a majority vote of the Board.

All players are expected adhere to the Club Code of Conduct and to be positive representatives of Exeter Lacrosse Club and their community at all times. The Head Coach, in a manner appropriate to the situation, will initially handle any act of misconduct by a player. Any objection by a parent/guardian to the treatment of a player should be brought immediately to the attention of the appropriate Program representative. If the objection is still unresolved, the representative will present the objection to the Board for review.

All players must be a registered member of our governing association, US Lacrosse.

B. Teams

SML shall be organized into teams at the following levels:

Boys

1. U-11 - consisting of boys in grades 3-5.
2. Middle School - consisting of boys in grades 6-8. At the discretion of the Coach, Varsity and Junior Varsity (JV) teams may be designated based upon skill level, experience, and number of players registered.
3. High School - consisting of boys in grades 9-12. At the discretion of the Coach, Varsity and Junior Varsity (JV) teams may be designated based upon skill level, experience, and number of players registered. At the Coach's discretion, if team numbers and player skill and maturity warrant, an 8thgrade player may be invited to play with the High School team, in accordance with the rules and policies of the TSLA.

Girls

1. U-11 - consisting of girls in grades 3-5.
2. Middle School - consisting of girls in grades 6-8. At the discretion of the Coach, Varsity and Junior Varsity (JV) teams may be designated based upon skill level, experience, and number of players registered.
3. High School - consisting of girls in grades 9-12. At the discretion of the Coach, Varsity and Junior Varsity (JV) teams may be designated based upon skill level, experience, and number of players registered. At the Coach's discretion, if team numbers and player skill and maturity warrant, an 8thgrade player may be invited to play with the High School team, in accordance with the policies of the TGLA.

It should be noted that SML is not affiliated with the Signal Mountain public schools, and that school grades are used as guidelines within SML and for coordination with the nomenclature used by the League.

ARTICLE XIV - AMENDMENTS

The Board of Directors shall have the power to alter, amend, repeal or adopt bylaws with the exception of Section 2 of Article IV, which is never to be changed or modified during the existence is the SML. Such altering, amending, repealing or adopting of bylaws shall be made only at a meeting of the Board of Directors after the Directors have received at least a two-week notice of such meeting giving notice of the alterations, amendments, repeals or adoption of new bylaws to be considered at the meeting. Such action shall require a vote of two-thirds majority of those Directors attending such a meeting at which a quorum is present.

ARTICLE XV DISSOLUTION

Upon the termination, dissolution or final liquidation of SML in any manner and for any reason, the Board shall first pay or provide for the payment of all liabilities of SML; all remaining assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Code (or the corresponding section of any future federal tax code), or shall be distributed to the federal government, or to state or local government, for a public purpose.

ARTICLE XVI - CONFLICTS OF INTEREST

See Signal Mountain Lacrosse Conflict of Interest Policy Addendum.

ARTICLE XVII - GRIEVANCE PROCEDURE

In the event any coach, parent or legal guardian has a bonafide dispute with another player or member of the organization due to an act or inaction of that organization involving the League, sportsmanship or other problem, he or she may request that the dispute be resolved by the League. Such dispute shall be referred to the Executive Board for investigation and resolution. In the event a member or members of the Executive Board is associated with one of the affected or involved parties, the Executive Board, less such Executive Board member or members may appoint a replacement or replacements for the purpose of this arbitration.

ADDENDUM

SIGNAL MOUNTAIN LACROSSE CONFLICT OF INTEREST POLICY

SECTION 1- PURPOSE

The purpose of the conflict of interest policy is to protect this tax-exempt organization's (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

SECTION 2 - DEFINITIONS

1. Interested Person - Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2. Financial Interest - A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
   1. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
   2. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
   3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

SECTION 3- PROCEDURES

1. Duty to Disclose - In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists - After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest
   1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
   2. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
   3. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
   4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflicts of Interest Policy
   1. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
   2. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

SECTION 4 - RECORDS OF PROCEEDINGS

The minutes of the governing board and all committees with board delegated powers shall contain:

1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed.
2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

SECTION 5- COMPENSATION

1. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation.
2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation.
3. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

SECTION 6 - ANNUAL STATEMENTS

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

1. Has received a copy of the conflicts of interest policy,
2. Has read and understands the policy,
3. Has agreed to comply with the policy, and
4. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

SECTION 7 - PERIODIC REVIEWS

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining.
2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

SECTION 8 - USE OF OUTSIDE EXPERTS

When conducting the periodic reviews as provided for in Section 7, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

The following states have adopted legislation satisfying the requirements of section 508(e) relating to private foundation governing instruments. Information derived from Revenue Ruling 75-38, 1975-1 C.B. 161.

TENNESSEE - except where otherwise provided by a court of competent jurisdiction.