Constitution of the Rochester Americans Exec Club, Inc. "Official Boosters Rochester Americans Exec Club, Inc. "Official Boosters" Constitution Article I Name The name of this organization shall be the Rochester Americans Exec Club, Inc. "Official Boosters", which is a non-profit organization. It shall be referred to as the Rochester Americans Exec Club, Inc. Article II Purpose Section 1. The purpose of this organization shall be to promote interest in the Rochester Americans Hockey Club and to create goodwill and understanding among all interested individuals and groups throughout the Greater Rochester area and the American Hockey League. Section 2. To work for the furthering interest of youth hockey and amateur hockey within the Greater Rochester area through sponsorship of such teams through the Exec Foundation, Inc. Section 3. To serve as a social organization for hockey fans. Article Ill Procedures Section 1. Good etiquette is expected at all times, especially when representing the club. Members shall report others, including members, who cause disturbances during the games or discredit the Exec Club in any manner. A. Member offenders of these procedures will be penalized in the following manner: 1. First offense will bring a ten-dollar ($10.00) fine. Failure to pay this fine will result in banishment from all club functions. 2. After a second offense, a person shall be expelled from the club for the balance of the membership year with a review by the Executive Board before re-admittance into the club. Section 2. Execs will show current membership cards when signing up for any club function. Section 3. Proper attire will be worn at all social functions of the club and when representing the club in public. The Exec Club reserves the right to reject anyone who does not comply. Section 4. Workers shall not be allowed to eat or drink behind the Exec Club tables at home games. Section 5. The following shall be the procedure upon a member's check being returned: A. The member must make good on the check using cash. B. The member is also responsible for the bank fee incurred. C. The member shall be required to pay cash only for one (1) year after the date of the returned check. Article IV Memberships Section 1. Membership is open to any and all interested persons who are willing to cooperate with the prescribed purposes of the club membership types: A. Charter B. Regular C. Family D. Senior Citizen (60 and Older) E. Junior Exec (Under 18) F. Honorary G. Lifetime Article V Finance Section 1. The revenue of the Club shall be derived from annual membership dues and from other such sources as may be accepted and approved by the Executive Board. Article VI Officers Section 1. The Elected Officers of the Club shall be: A. President B. Vice President C. Secretary D. Treasurer B. E. Member Communications Article VII Executive Board Section 1. There shall be an Executive Board consisting of the Elected Officers and the Chairpersons of the Standing Committees and the Executive Director of the Exec Foundation, Inc. Article VIII Committees Section 1. The following will be considered the Standing Committees: A. Ways and Means B. Transportation C. Entertainment Section 2. The President shall be empowered to appoint Special Committees from time to time as necessary. Article IX Meetings Section 1. General Meetings of the Club shall be during the second week of the months of August through the following May on a day to be determined by the Executive Board, and on the last Thursday of the month of June. General Meeting dates will be stated at the August general meeting, or as the schedule is released for the upcoming season, to plan special events at General Meetings. In case of an emergency (i.e. weather, playoff game), the Executive Board shall set a new time and place for the meeting. Section 2. Meetings of the Executive Board shall be held during the second week of the months August through the following May and on the last Thursday of the month of June, on the same day as and directly before the general meetings. The Executive Board shall meet on a convenient day in the month of July to work on the annual budget. Article X Fiscal Year Section 1. The Fiscal Year of the Club shall be from October 1st of one year through September 30th of the next year. Article XI Amendments Section 1. The Constitution may be amended at any Regular Meeting of the Club by 2/3 vote of the Members present and eligible, provided notice of the proposed amendment has been given in writing to each member at least one meeting before the vote is taken By-Laws of the Rochester Americans Exec Club, Inc. "Official Boosters Rochester Americans Exec Club, Inc. "Official Boosters" By-Laws Article I Section 1. The club existing under these by-laws is to be known as the Rochester Americans Exec Club, Inc. "Official Boosters". It shall be referred to as the Rochester Americans Exec Club, Inc. Section 2. The objectives of the Club are set forth in the Constitution under Articles II and Ill. Article II Order of Business Section 1. The order of business for the conduct of stated meetings shall be as follows: A. Meeting called to order B. Agenda Acceptance C. Minutes of previous meeting approval D. Reports (in order of position) 1. President 2. Vice President 3. Secretary 4. Treasurer 5. Member Communications 6. Ways and Means 7. Transportation 8. Entertainment 9. Executive Director of the Exec Foundation, Inc. 10. Parliamentarian/Historian 11. Special Committees E. Old Business F. Break for the good of the club G. New Business H. Time and Place of next meeting I. Adjournment Article III Memberships Section 1. There are seven types of membership: A. Charter B. Regular C. Family D. Senior Citizen (60 and older) E. Junior Exec (under 18) F. Honorary G. Lifetime A. Charter Membership 1. Charter Membership was deferred only to Executive Club members as of the 1967-1968 season due to the club being in the red. 2. Cost of Membership was twenty dollars ($20.00) per person. 3. It awarded Lifetime Membership in the club. 4. The "Game Winning Goals" Trophy was donated by Charter Members, whose names are on the trophy. The trophy is retained in the Hockey Front Office. B. Regular Membership 1. The Executive Board shall set dues for Regular Membership at the beginning of each membership year. C. Family Membership 1. If there are three (3) or more members of an immediate family living at the same address, they may pay a flat membership rate as set by the Executive Board at the beginning of each membership year. Immediate family is defined in Section 8 of this Article. D. Senior Citizen Membership 1. A person who has reached the age of 60 years will be eligible for a discounted membership rate. E. Junior Exec Membership 1. Any person under 18 years of age who signs up for an individual membership will be assigned to this discounted membership level with restrictions as set forth in these by-laws and by Executive Board decision. F. Honorary Membership 1. Candidates for Honorary Member, if any, shall be reviewed at the beginning of the elected year by the incoming Executive Board. The Executive Board shall approve all Honorary Members. Honorary Membership will be for life. An Honorary Member is exempt from paying dues, does not have voting privileges, cannot hold an elective office, but otherwise has all the privileges of membership. G. Lifetime Membership 1. Any person with forty or more years of club membership shall be considered a Lifetime Member. A Lifetime Member has all the privileges of club membership, but is exempt from paying dues. Section 2. All members 18 and older (excluding Honorary Members) shall have election voting privileges and shall be eligible to hold office in accordance with Article VIII of the By-Laws. Section 3. All membership dues are non-refundable. Section 4. Memberships will be accepted starting August 1 through the last Regular Season Home Game. No memberships will be accepted after that date. "Early Bird" rates, as determined by the Executive Board, shall apply from August 1 through October 15. Regular Membership rates shall apply from October 16 through the last Regular Season Home Game. Section 5. Members whose dues are not paid by November 1 of each calendar year shall be classified as delinquent members. Section 6. Members whose dues are not paid by December 1 of each calendar year shall be dropped from the roll. Section 7. Membership can be rescinded in accordance with Article III of the Constitution. Section 8. In the event of death of a member or immediate family of such, a sum of fifteen dollars ($15.00) shall be allowed, based on one such gift per membership category. This donation may be in the form of flowers, Mass cards, donations to churches or any organization or charity of choice. Immediate family is to be a member's spouse, children, parent(s), brother(s), sister(s), step-parent(s) and stepchildren. Article IV Officers Section 1. The officers of the club shall be elected by and from the membership at large in March every two (2) years. Elections shall be determined by a majority vote of those members present and voting and those members voting by absentee ballot. Section 2. Officers shall hold office for a term of two (2) years or until their successors are duly elected. Section 3. Any officer who misses two (2) consecutive stated meetings (Board or General) without cause or assistant representation or has missed four (4) such meetings in one year, or who fails to fulfill the duties of his/her office may be released of his/her duties by a 2/3 vote of the Executive Board. Section 4. Vacancies occurring in these offices between elections shall be filled by Executive Board appointment, except as follows: A. Upon the vacancy in the office of President, the Vice President shall assume the office of President and the Executive Board shall fill all other vacancies. B. Upon vacancies in both the office of President and Vice President, the Secretary shall assume the "temporary" position of President and call for a Special Meeting of the Executive Board to schedule a special election to fill the two positions only. The Executive Board as stated shall fill all other developing vacancies. In the event of a special election, normal election guidelines are to be adhered to (except actual months listed). Article V Duties of Officers Section 1. A. Duties of President: It shall be the duty of the President to preside at all meetings of the club and to have general supervision over the business and affairs of the club. Shall be Chief Executive of the club and shall make an annual report covering the activities and business of the club for the year past as well as recommendations for the ensuing year. This report is to be read at the October general meeting. Shall perform such other duties as directed by the membership. Shall be ex officio member of all committees except the Nominating Committee. The President shall appoint a Sergeant- at-Arms whose duties shall be to assist the President in keeping order. Shall appoint a Parliamentarian whose duties shall be to assist the President in insuring constitutionality of all actions and shall keep on-going and complete records of attendance through non-election years for election qualification purposes, and to keep the history of all club functions. B. Duties of Vice President: The Vice President shall assume the duties of the President in the absence, disability of or when called upon by the President. Shall assume the duties of the President for the remainder of the elected term in the event the President leaves office for any reason. Shall be responsible for game night activities thus freeing up the President for meetings or such business that may need to be undertaken. Shall receive inventory lists from all persons heading up club activities, both incoming and outgoing, and is responsible for club property. Shall be responsible for the organizing of volunteers of all game day activities. Shall make sure all workers are at game functions and in position before the doors open; will find replacements as needed. Works with the Amerks Front Office regarding giveaways and handouts C. Duties of Secretary Shall keep and record an accurate account of the proceedings of each General, Board and Special Meeting. Shall promptly prepare and make available the minutes of previous meetings at each General Meeting and distribute copies of the previous Board Meeting minutes prior to the next Executive Board Meeting. Shall assume the position of "Temporary" President upon the resignation of both the President and Vice President and call for a Special Board Meeting to prepare for special elections to fill the two positions. Shall receive, maintain and distribute a permanent record of all incoming and outgoing correspondence. Shall notify Board members of Executive Board and Special Meetings. Shall receive an accurate membership file and mailing list from the Member Communications. D. Duties of the Treasurer Shall read Treasurer's Report at each meeting. A Special Report and Audit shall be due by April of each election year. A Final Report and Audit for total expenditures during the year is due by the October General Meeting. Shall prepare necessary information for tax returns and deliver it to the tax preparer by November 1. Shall keep all receipts for seven (7) years. Shall compile an Annual Budget with the help of the Executive Board. This budget shall be presented at a July Executive Board Meeting, voted upon at the August Executive Board Meeting, and presented to the General Membership at the September General Meeting. Any expenditure over fifty dollars ($50.00) must be approved by a majority vote of the Executive Board. Any expenditure over two hundred and fifty dollars ($250.00) must be approved by a majority vote of the General Membership at a General Meeting. Two (2)-authorized officers' signatures shall be on all checks. B. Duties of the Member Communications Shall be in charge of membership sign-up and membership materials. Shall keep and maintain accurate membership files and distribute mailing lists to the Executive Board. Shall be responsible for the composition and distribution of the club newsletter. Shall be responsible for mailing news releases to major newspapers, radio and television stations on important club functions as well as for the p.a. announcements for home games and, when needed, for away game broadcasts. Shall keep on file a copy of all club newsletters, p.a. announcements and news releases. Article VI Executive Board Section 1. A. Members The Executive Board shall consist of five (5) Elected Officers, three (3) Standing Committee Chairpersons and one (1) Executive Director of the Exec Foundation, Inc. Section 2. A. Duties 1. Shall have authority over all club events, excursions and all other such efforts and shall present recommendations at each General Club Meeting. Shall discuss all items requiring General Membership approval prior to the General Meeting. 2. A majority of the elected officers, chairpersons of the Standing Committees and Executive Director of the Exec Foundation, Inc. shall constitute a quorum for the Executive Board. 3. Violations of the Constitution or By-Laws, improper conduct, or conduct prejudicial to the welfare of the club on the part of a member shall be referred to the Executive Board. They shall investigate the alleged violation and take appropriate action as prescribed in Article Ill of the Constitution. 4. All Honorary Memberships and club inventory lists shall be reviewed at the beginning of the elected year by the incoming Executive Board. 5. Shall establish and maintain a book of "Executive Board Policy" that shall be passed on to future Executive Boards to abide by or to make appropriate changes. 6. Shall be required to acquire bids for any expenditure over $250.00 (excluding donations) and may require bids for any expenditure under $250.00. 7. A notice to bidders shall be given which follows the following guidelines: A. Bids will be submitted in sealed envelopes and shall bear on the face thereof the name and address of the bidder. B. Bids must be as specifications are detailed or the equivalent. C. The Rochester Americans Exec Club, Inc. reserves the right to reject any and all bids or to accept the bid deemed to be most advantageous to the club. Section 3. A. Special Meetings 1. Any meeting concerning policy between the Rochester Americans Exec Club, Inc., Rochester Americans owners, Rochester Americans Hockey Club and/or Blue Cross Arena landlords or meetings with outside advisors concerning legal or financial questions involving the Rochester Americans Exec Club, Inc. are to be attended by at least two (2) Executive Board members (or their designated representative): The Secretary to take minutes and one other. 2. Special Executive Board Meetings may be called at any time by the President; and may be called for by any Executive Board member with the written support of a majority of the Executive Board. In either case, the purpose(s) of the meeting must be stated and adhered to. Also, one week's notice must be given either by phone (if time is limited) or by mail by the Secretary. 3. The Executive Board may be "polled" at any time for an emergency vote needed due to time constraints. In this case, a full report of the results of the vote must be given at the next scheduled Executive Board Meeting. Article VII Standing Committees & Exec Foundation, Inc. Section 1. A. Shall be appointed by the five (5) Elected Officers for a full two (2) year term. B. The Exec Foundation, Inc. Executive Director shall not serve more than two (2) successive terms. C. Chairpersons shall submit plans of work to the Executive Board and no such action shall be taken without Executive Board approval. D. Chairpersons shall present monthly budget updates of their prescribed areas. E. Chairpersons shall see that no member partakes in club activities without showing proper membership identification. All participants require payment in full for such activities. F. Chairpersons shall appoint at least one (1) assistant who shall represent the chairperson at the Executive Board Meetings and General Meetings, which the chairperson cannot attend. This excludes the Exec Foundation, Inc. where the Executive Board shall select two (2) such assistants. G. Upon resignation of a Committee Chairperson, an audit shall be performed on the committee concerned. H. In case of vacancies, the Assistant Chairperson(s) shall be considered for the position of chairperson first (if desired), subject to Executive Board approval. Otherwise, the position is to be filled by Board appointment. Section 2. A. Ways and Means Chairperson shall be in charge of methods and means to vigorously procure funds and to accomplish means of cutting back on expenditures. B. Transportation Chairperson shall arrange for transportation, reserve game tickets and arrange hotel accommodations for club excursions. Shall see that all releases have been signed by the participants of said trip. Shall receive money and issue receipts for all excursions. Shall supervise the actual trip or appoint an assistant for such purposes. Shall be responsible for a written report (for Newspaper Chairperson) and a financial accounting (for club Treasurer) of each trip. C. Entertainment Chairperson shall be responsible for organizing and announcing complete arrangements for official club sponsored social activities, such as "Meet the Players" Dinner, monthly meetings, etc. Shall work with the President in obtaining films and/or guest speakers for monthly meetings. Shall also be in charge of aiding other booster clubs wishing to visit Rochester with hotel, game ticket, and other information and/or reservations. D. The position of Executive Director of the Exec Foundation, Inc. shall be prescribed by the By-Laws of the Exec Foundation, Inc. Article VIII Nomination and Election Section 1. Eligibility for Office A. A candidate for office must be a voting member and have been an active member in good standing for one year prior to the election year. A member is in good standing who has attended at least half (1/2) of the General Meetings in the twelve (12) months prior to the October General Meeting in the odd numbered year. If said member was also a member of the Board, the member must additionally have been present or been represented at two-thirds (2/3) of the Board Meetings during the same twelve (12) month period. B. Candidates for President must have been a member of the Executive Board within the proceeding four (4) years so that he or she understands the up-to-date workings of the club. Any member of the Board (Elected Officer, Chairperson of a Standing Committee and Exec Foundation, Inc. Executive Director) is eligible. C. All officers must be of legal age (18) on or before the date they would assume office. D. Officers can be elected for no more than two (2) consecutive terms to the same office. Terms being of two (2) full years. This requirement can be waived by the following procedures. A motion can be made at the October General Meeting, seconded, and then tabled until the November General Meeting. Notice must be either mailed to all members or published in the newsletter. The motion must appear as the first item on the Agenda under Old Business whereupon motion is discussed and moved to a vote. Section 2. Absentee Ballots A. Once formed, the Nominating Committee, and subsequently the Election Committee, must accept requests for absentee ballots. The chairperson of the committee will require that all requests be in writing and may designate which member(s) of the committee may accept requests. These restrictions must be announced prior to or at the December General Meeting to take effect after being published in a subsequent newsletter. B. The procedure for using an absentee ballot shall be as follows: 1. Requests for absentee ballots shall contain the printed name, address and member number of the requestor. Requests shall be submitted in writing to the Chairperson of the Election Committee. The Chairperson will authenticate the membership status of the requester. 2. The Chairperson will keep a listing of the requesters for check off when the ballot is returned. 3. Absentee ballot will be embossed with a unique design to verify authenticity. 4. An absentee ballot and instructions will be sent to the requesting member along with a plain white envelope and another envelope addressed to the home address of the Chairperson of the Election Committee. 5. The ballot must not be signed. 6. The ballot, after marking, shall be placed in the plain white envelope, sealed and then sent in the addressed envelope. 7. The voter's return address is to be placed on the addressed envelope as identification of the ballot being sent in. 8. The ballot must be received one week prior to the Election Meeting to be eligible. 9. The Chairperson of the Election Committee will record the receipt of the ballot from the requesting member. The plain envelope with the ballot in it will remain sealed and in the possession of the Chairman until it is opened election night. Section 3. The Election Process A. At the October General Meeting in each odd numbered year, the Nominating Committee shall be formed and shall consist of the Parliamentarian and two (2) assistants. The assistants are to be appointed by the Executive Board and confirmed by a simple majority of the members present at the October Meeting. B. Should a member of this committee or of the Election Committee become a candidate for office, he or she must resign from said committee and the Executive Board shall appoint a replacement. C. The Nominating Committee shall use Parliamentarian records in deciding the number of members qualified to become candidates for elective office as according to Section 1.h D. At the November General Meeting in each odd numbered year, the Nominating Committee shall present a list of members eligible to run for elective office. Eligibility requirements are defined in Section 1 of this Article. Members interested in running for office should inform the Nominating Committee as soon as practical. E. At the December Meeting in each odd numbered year, the Nominating Committee shall present its report (list of nominees) to the membership. The committee shall have contacted each of its nominees prior to this meeting and obtained a written acceptance. The Nominating Committee is expected, though not required, to nominate at least one candidate for each office. After the Nominating Committee has presented its report, the Chair (usually the President) must call for further nominations from the floor. As the Chair calls for nominations, the Chair first repeats the name that was submitted by the Nominating Committee, then asks if there are any other nominations. If someone is nominated, the Chair repeats the name of the nominee, then asks if there are any further nominations. When it appears that no one else wishes to make a nomination, the Chair should again ask if there are any further nominations. If there are none, the Chair may declare nominations closed. The Chairman of the Nominating Committee shall explain the absentee ballot process to the general membership present. F. Each candidate nominated for office must, within seven (7) days, submit to the Nominating Committee in writing their willingness to accept their nomination and agree to perform all duties as required of said office if elected. The Nominating Committee becomes the Election Committee, when either all letters of acceptance have been received, or seven days have elapsed since nominations. However, if one of the nominees withdraws before the election, the committee is revived and must meet as soon as practical to agree upon another nomination. Special consideration: The Nominating Committee may request from the Board a waiver of eligibility requirements for a position if it appears there are no willing candidates on the eligible list. G. At the January General Meeting in each even numbered year, the Election Committee presents the slate of candidates for office with candidates' names listed in alphabetical order within each position. The Election Committee shall have absentee ballots ready for those who have requested them and they shall be mailed to members who so desire. H. At the February General Meeting in each even numbered year, no requests for absentee ballots will be accepted after the close of this meeting. I. At the March General Meeting in each even numbered year, the election of officers shall be conducted. The election committee will hand out the ballots to each member. Before receiving a ballot the member must show their membership card to verify membership and the Chairman must verify that their member number is not on the absentee ballot listing. The Election Committee shall count all ballots. This includes the absentee ballots. The nominees with the highest number of votes shall be the elected officer. In case of ties, a run-off ballot will be required between the two (2) top vote recipients. Only the names of the winners shall be announced. J. All election ballots will be held for one (1) month by the Election Committee Chairperson. K. The newly elected President shall call a Special Meeting for the newly elected officers within thirty (30) days of said election for the purpose of selecting the remaining Executive Board members and other appointed positions. L. At the April General Meeting in each even numbered year, the Election Committee Chairperson will propose a vote by the general membership to destroy the ballots. If affirmed, the ballots will then be destroyed by the Chairperson. At that time, the Election Committee is officially dissolved. M. The outgoing Board and the incoming Board shall meet together at the May Board Meeting following said election. The May General Meeting would be the first meeting with the new Board in place. Article IX Rules Governing All committees Section 1. All committees and committee chairpersons shall perform the duties assigned them within the time specified. The chairperson will report to the Executive Board. The committee's conduct and performance shall be subject to periodic review by the Executive Board. Poor conduct or performance on the part of the chairperson or any member of said committee shall result in the dismissal of said party by majority vote of the Executive Board. Article X Resignation Section 1. Resignations of officers, committee chairpersons and members shall be presented in writing to the Executive Board. Article Xl Impeachment Section 1. A Any officer may be impeached for improper conduct or conduct prejudicial to the welfare of the club. B. The procedures for impeachment shall be: 1. Ten (10) members of the club must sign a petition. 2. A meeting shall be called within thirty (30) days after said petition is presented to the Executive Board for a vote by the General Membership. 3. Voting by the General Membership shall be by secret ballot and requires a 2/3 vote for impeachment to have said officer removed. Article XII Quorum Section 1. A. In order to hold a Regular Meeting, there must be at least ten (10) members in attendance, excluding Executive Board members of which there must be a majority present. B. In order to hold a Board meeting, a majority of Board members must be present. Article XIII Dissolution Section 1. The Business Corporation Laws of New York State shall govern dissolution of this organization. Article XIV Amendments Section 1. These By-Laws may be amended at any Regular Meeting of the Club by a 2/3 vote of the members present and eligible, providing notice of the proposed amendment has been given in writing to each member at least one meeting before the vote is taken. Section 2. These By-Laws will be reviewed every three (3) years and revised if necessary using the method established in Section 1. Article XV Section 1. All areas not covered by this Constitution and By-Laws are hereby covered by "Robert's Rules of Order, Revised." Constitution and By-Laws of the Exec Foundation, Inc. The Exec Foundation, Inc. Constitution and By-Laws Article I Objectives Section 1. The objectives of the Foundation are set forth in the "Certificate of Incorporation", which is attached to the original (formal) printings of the Constitution and By-Laws. Article II Board of Directors Section 1. The Board of Directors of the Foundation shall consist of one (1) Executive Director and two (2) Assistant Directors. Section 2. A. The Executive Director shall be appointed pursuant to Article VIII, Section 4. E. of the By-Laws of the Rochester Americans Exec Club, Inc. In case of a vacancy within a term of office, the Executive Director shall be appointed pursuant to Article VII, Section 1. H. of the By-Laws of the Rochester Americans Exec Club, Inc. B. The Assistant Directors are to be appointed by the full Board of Directors of the Rochester Americans Exec Club, Inc. taking into consideration the recommendations of the Executive Director of the Foundation. C. One Assistant Director shall be in charge of Youth and Amateur Hockey donations and one shall be in charge of Charitable and Community donations. D. The Executive Director and Assistant Directors shall hold office for the term of two (2) years, to coincide with the term of office of the Executive Board of the Exec Club Inc., or until their successors are duly appointed. E. The Executive Director and the Assistant Directors of the Foundation shall be limited to two (2) two year terms. Section 3. Any Director who fails to fulfill his/her duties may be removed from his/her position by a vote of the two (2) other Directors of the Exec Foundation, Inc. and by a majority vote of the Executive Board of the Rochester Americans Exec Club, Inc. Section 4. An Executive Director or Assistant Director may resign upon the presentation of a letter of resignation to the Executive Board of the Rochester Americans Exec Club, Inc., and upon that Board's appointment of a replacement. Article III Duties of the Officers Section 1. A. Duties of the Executive Director It shall be the duty of the Executive Director to call any meetings of the Foundation and to preside over said meetings. He/She is to have general supervision over the business and affairs of the Foundation. He/She is to prepare an Annual Budget to be presented to the Executive Board of the Rochester Americans Exec Club, Inc., at their June Board Meeting. At the end of each fiscal year, he/she shall make an Annual Report covering the activities and business of the Foundation for the preceding year and recommendations for the ensuing year. This report shall be read at the October General Meeting of the Rochester Americans Exec Club, Inc. He/She shall hold a seat on the Executive Board of the Rochester Americans Exec Club, Inc. and shall bring all grant proposals of the Foundation to that Board for final approval. B. Duties of the Assistant Directors The Assistant Directors shall each represent one (1) of two (2) areas of involvement of the Foundation: 1. Youth and Amateur Hockey donations. 2. Charitable and Community donations. In the event of the Executive Director's inability to represent the Foundation at a Rochester Americans Exec Club, Inc. meeting (Board or General), one (1) Assistant shall be selected by the Executive Director to represent the Foundation. Article IV Conduct of Business Section 1. The percentage of money from the 50/50 Raffle and any other sources of income for the Exec Foundation, Inc. for each fiscal year shall be decided upon at the June Executive Board Meeting of the Rochester Americans Exec Club, Inc. Section 2. Requests for financial aid shall be through the use of a grant application, which shall include the following information: 1. Exact amount of money requested. 2. Exact use of money requested. 3. If applicable, usage of past Foundation grants money. This application shall be funneled through the appropriate Assistant Director to the full Foundation Board where two (2) of the three (3) Directors must approve it. The application is then brought forth to the Executive Board of the Rochester Americans Exec Club, Inc. containing the signatures of the Executive Director and of the appropriate Assistant Director. All applications, rejected or approved by the Foundation Board, must be presented to the Executive Board of the Rochester Americans Exec Club, Inc. and may be accompanied by a minority opinion should one of the Directors of the Foundation oppose the Foundation Board's decision. The Rochester Americans Exec Club, Inc. Executive Board shall then have the final say of such grants in the areas of: 1. Whether an application approved by the Board of the Foundation shall be approved at all. 2. The final amount to be approved. The Executive Board of the Rochester Americans Exec Club, Inc. does not have the authority to expend money not previously approved by two (2) of the three (3) Foundation Directors. Upon final approval, the President of the Rochester Americans Exec Club, Inc. shall sign the grant application for record purposes. Also, one of the authorized officers' signatures shall be required on any check for donation purposes. Section 3. No application will be approved for more than one thousand dollars ($1,000) in grant money. Section 4. No application may be considered for an organization of which one of the Directors of the Exec Foundation, Inc. is a member or sits as a Director. Section 5. Business shall be conducted on a fiscal year basis with the fiscal year running from October 1 through September 30 of each year. The budget shall be for this period of time and is to follow the guidelines of 60% of donated moneys going to Youth Hockey and Amateur Hockey and 40% of donated moneys going to Charitable and Community donations. Section 6. An audit of the books shall be done at the end of each fiscal year and at the end of each Executive Director's administration. Article V Amendments Section 1. This Constitution and By-Laws may be amended in the following way: 1. Two (2) of the three (3) Directors of the Foundation must make a recommendation. 2. Two-thirds of the Executive Board of the Rochester Americans Exec Club, Inc. must approve a change. 3. Two-thirds of the General Membership of the Rochester Americans Exec Club, Inc. must approve the change after thirty (30) days written notice of such change. Article VI Dissolution Section 1. Should the dissolution of the Corporation be sought, it shall be governed by the Laws of the State of New York and thus the Certificate of Incorporation shall be referred to and Exec Foundation, Inc. lawyers consulted. Article VII Section 1. "Robert's Rules of Order, Newly Revised", hereby cover all areas not covered by this Constitution and By-Laws. Rochester Americans Exec Club, Inc. Constitution & By-Laws Revised: 8/28/2007 Page 1 of 125