ARTICLE I. OFFICES, CORPORATE SEAL

registered in Montana shall be prescribed by the Articles of Incorporation of the

Corporation, or in the most recent amendment or restatement of such Articles of

Incorporation.

without the State of Montana, as the Board of Directors may from time to time determine.

Section 1.03. Corporate Seal. The Corporation shall have no corporate seal.

ARTICLE II. MEMBERS: MEETINGS, PROPERTY RIGHTS

age or younger or any person who is eighteen (18) years of age or older who is

registered for the hockey program is a member. All members are voting members.

individuals as members and as such they shall acquire the same rights and obligations

as are applicable to other members. Any registered coach or Director of BAHA who is

not a member per Sec. 2.01 is granted membership. Any other person of legal age who

subscribes to the purposes of the hockey organization may apply for membership. The

Board of Directors shall be required to act to either accept or reject the application within

sixty (60) days.

youths registered in the hockey program) shall be limited to one vote for each registered

youth. Each registered adult also receives one vote. Voting by the members is limited to

the annual election of Directors when the number of candidates exceeds the total

number of open seats on the Board. Memberships may not be transferred. The

affirmative vote of the majority of members with voting rights present and entitled to vote

is required for action. The President will convene meetings of the members when

necessary and convenient for the Board

manage the property, affairs and business of the Corporation. No member shall have

any right, title, or interest in or to any property of the Corporation. A member’s term shall

begin on October 1 after registration or after acceptance by the board as an additional

member under Sec. 2.02.

only fees to be collected are fees for program participation and registration.

Order Revised shall apply to all meetings of the members.

ARTICLE III. BOARD OF DIRECTORS

publications; shall determine its policies, bylaws, and changes therein; and shall actively

carry out its objectives and supervise the disbursement of its funds. The board may

adopt such rules and regulations for the conduct of its business as shall be deemed

advisable.

shall consist of a minimum of seven (7) people serving various positions. The Board shall

define the duties and responsibilities of a position, and assign Directors to a position. A

Director’s first term will be staggered at the first meeting of the Board after the adoption of

these Bylaws as follows:

Positions 1,2,3 = 3 years

Positions 4,5,6 = 2 years

Position 7 = 1 year

Terms shall expire on April 30. After expiration of any term subsequent terms shall be

three (3) years.

month of April each year. Elections will only be conducted in the event the number of

candidates exceeds the total number of open seats on the Board. Ballots will be mailed

to each member not less than fifteen (15) days prior to the election. Voting shall be by

mail ballot. The Board of Directors shall monitor and certify election results. If the

number of candidates does not exceed the total number of open seats, the candidates

shall be appointed to the Board by a majority vote of the existing Directors. At the May

meeting, the Board by majority vote will assign a position to each Director except for

Officers who have not completed their terms.

in his or her absence, a senior member of the Board of Directors shall preside. The

Secretary of the Corporation or, in his or her absence, any person who the President

shall appoint, shall act as secretary of the meeting.

the President or the Secretary of the Corporation. The resignation of a Director shall take

effect at the time, if any, specified therein or, if no time is specified therein, upon receipt

thereof by the President.

resignation, removal, or any other cause, shall be filled by a vote of the remaining

Directors, and the successor shall hold office until that Director’s term expires.

Incorporation or by these Bylaws, a Director may be removed with or without cause only

by the Board of Directors at a regular meeting, provided such action was on the published

agenda, and only upon a two-thirds (2/3) vote of the Board of Directors. If a Director is

absent, without the permission of the President, from three or more monthly meetings in

a calendar year, the President at his or her discretion may introduce a motion for

removal of the offending Director.

place or places, within Gallatin County Montana as it from time to time determines.

designate the agenda, date, time, and location of its regular meetings. The Board shall

not meet less than nine (9) times per year. The President may conduct so much of the

meeting in executive session as deemed appropriate given the subject matter.

shall be held whenever called by the President or by a majority of the Directors. Notice

of each such special meeting shall be given at least forty-eight (48) hours before the date

on which the meeting is to be held. Notice must be given and confirmed electronically,

personally, or by telephone.

not be given to any Director who shall be present at such meeting; and any meeting of the

Board of Directors shall be a legal meeting without any notice thereof having been given

if all of the Directors of the Corporation then in office shall be present there at or waive

such notice in writing before, at, or after such meeting.

or by these Bylaws, not less than a majority of the total number of Directors shall be

required to constitute a quorum for the transaction of business at any meeting, and the

act of a majority of the Directors present at any meeting at which a quorum is present

shall be the act of the Board of Directors.

ARTICLE IV. OFFICERS

a Treasurer, and Vice Presidents as defined by the Board. The same person may hold

any two (2) or more offices, except those of the President and Treasurer. The President,

Secretary and Treasurer shall be the Executive Committee.

eligible to be elected as an Officer each year by the Board and shall be elected from

among the Directors of the Corporation. Such election shall take place on or after May

1.

resignation to the Board of Directors, the President, or the Secretary of the Corporation.

Such resignation shall take effect at the time, if any, specified therein or, if no time is

specified therein, upon receipt by the Board of Directors, President, or Secretary of the

Corporation; and, unless otherwise specified therein, acceptance of such resignation

shall not be necessary to make it effective.

Incorporation or by these Bylaws, an Officer may be removed with or without cause only

by the Board of Directors at a regular meeting, provided such action was: approved by a

majority vote of the Executive Committee; listed on the published agenda; and received

two-thirds (2/3) vote of the Board of Directors. If an Officer is absent, without the

permission of the President, from three or more monthly meetings in a calendar year, the

President (or a Vice President in case of the President) at his/her discretion may

introduce a motion for removal of the offending Officer.

removal, or any other cause shall be filled for the remainder of the term by a majority

vote of the Board.

Corporation and shall have general active management of the business of the

Corporation; shall, when present, preside at all meetings of the Board of Directors, if

any; shall see that all orders and resolutions of the Board of Directors are carried into

effect; may execute and deliver in the name of the Corporation (except in cases in which

such execution and delivery shall be expressly delegated by the Directors or by these

Bylaws to some other Officer or agent of the Corporation or shall be required by law to

be otherwise executed and delivered) any deeds, mortgages, bonds, contracts, or other

instruments pertaining to the business of the Corporation, including, without limitation,

any instrument necessary or appropriate to enable the Corporation to donate income or

principal of the Corporation to or for the account of such corporations, associations,

trusts and corporations as are referred to or described in the Articles of Incorporation of

the Corporation and as the Corporation was organized to support; shall perform such

other duties as may from time to time be prescribed by the Board of Directors; and , in

general, shall perform all duties usually incident to the office of the President.

responsibilities as the Board of Directors may from time to time prescribe.

record proceedings of all meetings of the Board of Directors, if any; shall keep a register

of the names and addresses of all members of the Corporation; shall at all times keep on

file a complete copy of the Articles of Incorporation and amendments and restatements

thereof and a complete copy of these Bylaws and all amendments and restatements

hereof; shall when directed to do so, give proper notice of meetings of the Board of

Directors, if any, shall perform such other duties as may from time to time be prescribed

by the Board of Directors or by the President; and, in general, shall perform all duties

usually incident to the office of the Secretary.

the Corporation received or disbursed; shall deposit all moneys, drafts, and checks in

the name of, and to the credit of, the Corporation in such banks and depositories as a

majority of the Board of Directors shall from time to time designate; shall have power to

endorse for deposit all notes, checks and drafts received by the Corporation; shall

disburse the funds of the Corporation as ordered by the Board of Directors, making

proper vouchers; shall render to the President and the Directors, whenever required, an

account of all his or her transactions as Treasurer and of the financial condition of the

Corporation; shall perform such other duties as may from time to time be prescribed by

the Board of Directors or by the President; and, in general, shall perform all duties

usually incident to the office of the Treasurer.

determine which, if any, officers other than the Treasurer of the Corporation shall be

bonded and the amount of each bond. The Board of Directors of the Corporation shall

require the Treasurer to be bonded and the amount of such bond.

ARTICLE V. FINANCIAL MATTERS

cause to be kept:

(1) records of all proceedings of the Board of Directors; and

(2) such other records and books of accounts as shall be necessary and appropriate

to the conduct of the corporate business.

Section 5.02. Documents Kept with the Secretary and present at Board Meetings.

The Board of Directors shall cause to be kept at the registered office or other such office

as determined by the Board of Directors of this Corporation originals or copies of:

(1) records of all proceedings of the Board of Directors, if any;

(2) all financial statements of the Corporation, and

(3) Articles of Incorporation and Bylaws of the Corporation and all amendments and

restatements thereof.

established and maintained, in accordance with generally accepted accounting

principles applied on a consistent basis, an appropriate accounting system for the

Corporation. The Board of Directors may cause the records and books of account of the

Corporation to be compiled and reconciled by an independent accountant.

time and from time to time, by resolution adopted by a simple majority of the total

number of Directors, provide for the payment of compensation to, and for the payment

reimbursement of expenses incurred by, any Director, Officer, agent, or employee of the

Corporation for personal services rendered to the Corporation by, or for any expenses

necessarily paid or incurred by, any such Director, Officer, agent or employee, but only if

and to the extent that the performance of such service or the occurrence of such

expenses is directly in furtherance of the purposes of the Corporation and the

compensation or the amount of expenses paid or reimbursed, as the case may be, is

reasonable and not excessive.

such other fiscal year as may be determined by the Board of Directors.

the payment of money and all notes, bonds, or other evidence of indebtedness issued in

the name of the Corporation shall be signed by such Officer(s), agent(s), or employee(s)

of the Corporation and in such manner as may from time to time be prescribed by the

Board of Directors.

Directors shall initiate a review of the Corporation’s business and affairs as deemed

necessary and as may be amended from time to time.

ARTICLE VI. WAIVER OF NOTICE

Whenever notice of any meeting is required to be given by these Bylaws or any of the

corporate laws of the State of Montana, such notice may be waived in writing, signed by

the person or persons entitled to such notice, whether before, at, or after the time stated

therein or before, at or after the meeting.

ARTICLE VII. TRANSFER OF ASSETS, MERGER AND DISSOLUTION

The Board of Directors may authorize (1) the sale, lease, exchange, mortgage,

encumbrance or other transfer of all or substantially all of the property and assets of the

Corporation, (2) the merger or consolidation of the Corporation with another non-profit

corporation organized under the laws of the State of Montana or of any other State of the

United States or of the District of Columbia, and (3) the dissolution of the Corporation.

Such actions either (a) may be submitted and voted upon at a single meeting of the

Board of Directors and be adopted at such meeting, a quorum being present, upon

receiving the affirmative vote of not less than two-thirds (2/3) of the total number of

Directors of the Corporation, or (b) may be adopted, in accordance with Article XII of the

Corporation’s Articles of Incorporation, by a writing signed by not less than two-thirds

(2/3) of the total number of Directors of the Corporation. Provided, if at any time it should

occur that there are no persons serving as Directors of the Corporation, the officers of

the Corporation shall promptly apply to the proper authorities for dissolution of the

Corporation as provided by law.

ARTICLE VIII. AMENDMENTS

The Board of Directors may change the Corporation’s Articles of Incorporation, from time

to time as amended or restated, and these Bylaws, from time to time as amended or

restated, to include or omit any provision which could lawfully be included or omitted at

the time such amendment or restatement is adopted. Any number of amendments, or an

entire revision or restatement of the Articles or Incorporation or Bylaws, either (1) may

be submitted and voted upon at a single meeting of the Board of Directors and be

adopted at such meeting, a quorum being present, upon receiving the affirmative vote of

not less than two-thirds (2/3) of the total number of Directors of the Corporation, or (2)

may be adopted, in accordance with Article VII of the Corporation’s Articles of

Incorporation, by a writing signed by not less than two-thirds (2/3) of the total number of

Directors of the Corporation.

The undersigned does hereby certify that the foregoing Bylaws of the Corporation were

adopted by the Board of Directors effective the date set forth below superceding and

revoking all other Bylaws of the Corporation.

_s/_________________________________

President

Attest:

__s/_________________________________

Secretary