Colorado Youth Lacrosse Association,
a Colorado non-profit corporation
Name and Principal Office
Section 1. Name
The name of the non-profit corporation is Colorado Youth Lacrosse Association (“CYLA” or the “Association”).
Section 2. Principal Office and Change of Address
The current principal office of CYLA is located at
5193 Tule Lake Drive, Littleton, CO 80123. 8183 S. Harrison Cir, Centennial CO 80122. The Board of Directors may change the location of the principal office from one location to another from time to time, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws.
Section 3. Compliance with Laws
All policies and activities of CYLA shall be consistent with applicable federal, state and local antitrust, trade regulation laws and other legal requirements, including the Colorado Revised Nonprofit Corporation Act (the “Act’) under which the association is organized and operated, and applicable federal and state tax-exemption requirements.
Section 1. Internal Revenue Code Section 501(c)(6) Purposes
CYLA is organized under the Act as a non-profit corporation and it is intended that CYLA is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code (“IRC”), as the same may be amended.
The federal taxpayer identification number for CYLA is 26-2314996
Section 2. Specific Objectives and Purposes
The purposes for which CYLA is organized are to improve and promote the game of lacrosse and to provide a safe and fun opportunity for youth players while emphasizing the importance of good sportsmanship, fitness, teamwork, and education of the sport.
Section 1. Members
Members shall be made up of representatives from recognized youth lacrosse organizations with one or more individual teams located within Colorado and the rocky mountain region. It shall not be the obligation of CYLA to confirm the designation and authority of a Member representative.
Section 2. Qualifications of Members
The qualifications for an organization to have membership in CYLA are as follows: (i) the organization must field at least one (1) participating CYLA lacrosse team at any age division, (ii) the organization must commit to send an authorized representative to CYLA meetings, (iii) the organization must receive a two-thirds vote of approval for admission as a member of the CYLA from the Members, and (iv) the organization must be in good financial standing with CYLA. Applicants shall be admitted to membership upon meeting the qualifications of this Article 3, Section 2, and payment of dues (each a “Member”).
Section 3. Membership Dues
The annual membership dues payable to CYLA from each Member shall be decided on a year-to-year basis by the Executive Committee (as hereinafter defined), approved by a majority of the Board of Directors and shall be paid in full no later than seven (7) days following the creation of the official league schedule or as otherwise directed by the Executive Committee. The Executive Committee may review any special circumstances and Member request that CYLA waive an annual dues requirement. Any Member of CYLA who is delinquent in the payment of annual dues may be suspended or terminated as provided in these Bylaws. 2016 fees are $650/ team for 10v10 teams and $475/team for 7v7 teams.
Section 4. Number of Members
There is no limit on the number of Members CYLA may admit.
Section 5. Determination and Rights of Members
CYLA shall have only one class of membership. No member organization shall hold more than one membership in the association. Except as expressly provided in, or authorized by, the Articles of Incorporation, the Bylaws, or applicable law, all memberships shall have the same rights, privileges, restrictions and conditions.
Section 6. Membership Records
CYLA shall keep complete and accurate membership records containing the name and address of each Member organization. Termination of the membership of any Member shall be recorded in the records, together with the date of termination of such membership. Such records shall be kept at CYLA’s principal office.
Section 7. Non-Liability of Members
A Member of CYLA is not, as such, personally liable for the debts, liabilities or obligations of the association unless otherwise provided by applicable law.
Section 8. Nont-transferability of Membership
No Member may transfer a membership or any right arising therefrom.
Section 9. Suspension or Termination of Membership
All rights of membership shall be suspended upon the determination by the Executive Committee that the continued participation of a Member in the association is detrimental or prejudicial to CYLA; provided, however, such determination cannot be made by the Executive Committee unless and until the Member is (i) provided with not less than fifteen (15) days written notice that the Member has engaged in conduct detrimental or prejudicial to the interests or purposes of the association (including a description of the reasons therefore), and (ii) the Member is provided an opportunity to be heard either orally or in writing not less than five (5) days prior to the proposed effective date of the suspension.
All rights of membership shall cease and terminate upon:
(a) a Member's organizational dissolution;
(b) the date of receipt by the President or Secretary of written resignation of a Member;
(c) a Member’s non-compliance with Article 3, Section 2, above, provided, however, a Member may not be terminated unless and until the Member is provided not less than fifteen (15) days written notice of non-compliance of these Bylaws (including a description of the reasons therefore), and such Member is provided not more than thirty (30) days right to cure such non-compliance as may be applicable;
(d) the failure of a Member to comply with the Rules and Regulations (as hereinafter defined); provided, however, a Member may not be terminated unless and until the Member is provided not less than fifteen (15) days written notice of non-compliance of such Rules and Regulations (including a description of the reasons therefore), and such Member is provided not more than thirty (30) days right to cure such non-compliance as may be applicable; or
(e) a determination by the Executive Committee that the continued participation of a Member in the association is materially and seriously detrimental or prejudicial to CYLA; provided, however, such determination cannot be made by the Executive Committee unless and until the Member is (i) provided with not less than fifteen (15) days written notice that the Member has engaged in conduct materially and seriously detrimental or prejudicial to the interests or purposes of the association (including a description of the reasons therefore), and (ii) the Member is provided an opportunity to be heard either orally or in writing not less than five (5) days prior to the proposed effective date of the termination.
Any Member suspended or terminated from the association shall not be relieved of its obligation to pay dues during its membership and such Member shall not receive a refund of dues already paid.
Meetings of Members
Section 1. Place of Meetings
Meetings of Members shall be held at the principal office of the association or at such other place or places as may be designated from time to time by the President or resolution of the Executive Committee.
Section 2. Regular Meetings
A regular meeting of Members shall be held on an annual basis for the purpose of electing Directors and transacting such other business as may come before the meeting. The annual meeting of Members for the purpose of electing Directors shall be deemed a regular meeting. Other regular meetings of the members shall be held as to be determined by the President or the Board of Directors.
Section 3. Special Meetings of Members
Special meetings of the Members may be called by the President, the Board of Directors, or the Members (if a request for a special meeting is signed by not less than ten percent (10%) of the Members entitled to vote at such special meeting). Only business within the purpose or purposes described in the notice of the special meeting may be conducted at the special meeting.
Section 4. Notice of Meetings
Unless otherwise provided by the Articles of Incorporation, these Bylaws, or the Act, notice stating the place, day and hour of any meeting and, in the case of a special meeting the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or at the direction of the President, the Secretary, or the persons calling the meeting, to each Member entitled to vote at such meeting.
If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Member at his or her address as it appears on the records of the association, with postage prepaid as may be applicable. Personal notification includes and shall be deemed effective upon notification by electronic transmission (e-mail), telephone or by facsimile; provided, however, in the case of (a) electronic transmission (e-mail) notification, the sender does not promptly receive an electronic notice of a failed transmission, (b) in the case of telephone notification, the sender talks to a person or leaves a message on or with an answering machine or service reasonably believed by the caller to be that of the intended recipient, and (c) in the case of facsimile notification, the sender receives a confirmation of facsimile transmission.
The notice of any meeting of Members shall include a reasonable description of the purpose or purposes for which the meeting is called.
Section 5. Participation in Meetings
A Member may participate in a meeting by telephonic or video communication – if such method of communication is reasonably available and all parties at each end of the communication link can reasonably hear all of the participants. A Member participating by a telephonic or video communication method shall be deemed to be present at the meeting.
Section 6. Waiver of Notice of Meeting
Attendance at a meeting by a Member or a written waiver of notice of a meeting which is signed by a Member, whether before or after the time of the meeting, shall be deemed proper notice of such meeting.
Section 7. Quorum for Meetings
Except as otherwise provided under the Articles of Incorporation, these Bylaws or the Act, attendance at a meeting in person or by proxy of not less than twenty-five percent (25%) of the Members entitled to vote on any matter at such meeting shall constitute a quorum for such meeting. No business shall be considered by the Members at any meeting at which a quorum is not present, and the only motion which the chairperson of such meeting shall entertain is a motion to adjourn.
Section 8. Majority Action as Membership Action
Every act or decision done or made by a majority vote of Members present in person or by proxy at a duly held meeting at which a quorum is present shall be the act of the Members, unless the Articles of Incorporation, these Bylaws, or the Act requires a greater number.
Section 9. Voting Rights
Each Member organization that has at least three (3) teams shall have one (1) vote at a meeting of Members. A representative from a Member organization must be present at a meeting in person or by proxy to vote.Voting at meetings may be by voice vote, except the election of Executive Committee Members shall be by written or posted ballot. All Member organizations that are members as of February 20, 2008, shall have one vote regardless of the number of teams in their organization.
Section 10. Action by Written Ballot
Except as otherwise provided under the Articles of Incorporation, these Bylaws or the Act, any action which may be taken at any regular or special meeting of Members may be taken without a meeting if the association distributes a written or electronic ballot to each member entitled to vote on the matter. The ballot shall:
(a) set forth the proposed action;
(b) provide an opportunity to specify approval or disapproval of each proposal;
(c) indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of Directors, state the percentage of approvals necessary to pass the measure submitted; and
(d) shall specify the date by which the ballot must be received by the association in order to be counted. The date set shall afford members a reasonable time within which to return the ballots to the association.
Ballots may be mailed or delivered in the manner required for giving notice of membership meetings as specified in these Bylaws.
Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
Executive Committee members shall be elected by written ballot. Such ballots for the election of Executive Committee Members shall list the persons nominated at the time the ballots are mailed or delivered.
Section 11. Conduct of Meetings
Meetings of Members shall be presided over by the President, or, in his or her absence, by a chairperson chosen by a majority vote of the Members present at the meeting. The Secretary of the association shall act as secretary of all meetings of Members, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.
Meetings shall be governed by “Robert’s Rules of Order,” as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or the Act.
Section 1. Number
The association shall have a Board of Directors comprised of one (1) representative from each member organization. The unexpired term of a vacancy of a Director position may be filled by the member organization.
Section 2. Qualifications
Directors must be a designated representative from a Member organization and shall be not less than eighteen (18) years of age. A Director may also be an Officer of the association.
Section 3. Powers
Subject to the provisions of the Act and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the Members, if any, of this association, the activities and affairs of the association shall be conducted and all association powers shall be exercised by or under the direction of the Board of Directors.
Section 4. Duties
It shall be the duty of the Directors to:
(a) Perform any and all duties imposed on them collectively or individually by applicable law, by the Articles of Incorporation, or by these Bylaws;
(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all Officers, agents and employees of the association;
(c) Supervise all Officers, agents and employees of the association to assure that their duties are performed properly;
(d) Meet at such times and places as required by these Bylaws; and
(e) Register their addresses with the Secretary of the association.
Section 5. Compensation
Directors shall serve without compensation. However, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.
Section 6. Non-Liability of Directors
The Directors shall not be personally liable for the debts, liabilities or other obligations of the association.
Section 7. Indemnification by Association of Directors
The Directors of the association shall be indemnified by the association to the fullest extent permissible under the Act.
Section 8. Insurance for Directors and Officers
Except as may be otherwise provided under the Act, the association shall purchase and maintain general liability and D&O insurance in the amount of no less than $1,000,000 on behalf of any Director and Officer of the association against liabilities asserted against or incurred by such Director or Officer in such capacity or arising out of the Director or Officer's status as such, whether or not the association would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or the Act.
Section 1. Designation of Officers
The Officers of the association shall be a President, a Secretary and a Treasurer. The association may also have a Chairperson of the Board of Directors, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other such Officers with such titles as may be determined from time to time by the Board of Directors. The total number of Officers shall not exceed ten (10). Notwithstanding the foregoing, there may be two (2) co-Presidents for the first year of the existence of CYLA and such co-presidency may be extended by a majority vote of the Board of Directors.
Section 2. Qualifications
Any person over the age of 18 years may serve as an Officer of this association if a current Director or if approved by a majority vote of the Board of Directors.
Section 3. Election and Term of Office
Officers shall be elected by a majority vote by the Board of Directors at the end of each season. For this election, no proxy administrators or proxy votes will be allowed. Each Officer shall hold office for two (2) years or until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.
Section 4. Removal and Resignation
Any Officer may be removed, either with or without cause, by the Board of Directors, at any time. Any Officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the association. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 5. Vacancies
Any vacancy caused by the death, resignation, removal, disqualification or otherwise, of any Officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board of Directors shall fill the vacancy. Vacancies occurring in offices of Officers appointed at the discretion of the Board of Directors may or may not be filled as the Board of Directors shall determine.
Section 6. Duties of President
The President shall be the chief executive officer of the association and shall, subject to the control of the Board of Directors:
(a) Supervise and control the affairs of the association and the activities of the Officers;
(b) Perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation or by these Bylaws or which may be prescribed from time to time by the Board of Directors;
(c) Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all meetings of the Board of Directors and at all meetings of the Members;
(d) Except as otherwise expressly provided by the Act, by the Articles of Incorporation or by these Bylaws, he or she shall, in the name of the association, execute such deeds, mortgages, bonds, contracts, checks or other instruments which may from time to time be authorized by the Board of Directors; and
(e) The President will be the liaison between the association and the Colorado Lacrosse Foundation.
Section 7. Duties of Secretary
The Secretary shall:
(a) Certify and keep at the principal office of the association the original, or a copy, of these Bylaws as amended or otherwise altered to date;
(b) Keep at the principal office of the association or at such other place as the Board of Directors may determine, a book of minutes of all meetings of the Board of Directors, and, if applicable, meetings of committees of the Board of Directors and of the Members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting and the proceedings thereof;
(c) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by the Act;
(d) Be custodian of the records and of the seal of the association and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the association;
(e) Keep at the principal office of the association a membership book containing the name and address of each Member, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased;
(f) Make available at all reasonable times to any Board of Director or Member of the association, or to his or her agent or attorney, on request therefor, the Bylaws, the membership book and the minutes of the proceedings of the Board of Directors of the association; and
(g) Generally perform all duties incident to the office of Secretary and such other duties as may be required by the Act, by the Articles of Incorporation or by these Bylaws or which may be assigned to him or her from time to time by the Board of Directors.
(h) The secretary position may be out-sourced to an administrative sports organization. If this is the case, the individual will be a non-voting member.
Section 8. Duties of Treasurer
The Treasurer shall:
(a) Have charge and custody of, and be responsible for, all funds and securities of the association, and deposit all such funds in the name of the association in such banks, trust companies or other depositories as shall be selected by the Board of Directors;
(b) Receive, and give receipt for, monies due and payable to the association from any source whatsoever;
(c) Disburse, or cause to be disbursed, the funds of the association as may be directed by the Board of Directors, taking proper vouchers for such disbursements;
(d) Keep and maintain adequate and correct accounts of the association's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses;
(e) Exhibit at all reasonable times the books of account and financial records to any director of the association, or to his or her agent or attorney, on request therefore;
(f) Render to the President and the Board of Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the association;
(g) Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports; and
(h) Generally perform all duties incident to the office of Treasurer and such other duties as may be required by the Act, by the Articles of Incorporation of the association or by these Bylaws or which may be assigned to him or her from time to time by the Board of Directors.
(i) (h) The treasurer position may be out-sourced to an professional bookkeeping organization. If this is the case, the individual will be a non-voting member.
Section 1. Executive Committee
The Executive Committee shall consist of the Officers of the association together with any additional person as may be designated by the Board of Directors. The Board of Directors may delegate to such committee the powers and authority of the Board of Directors in the management of the business and affairs of the association, to the extent permitted, notwithstanding any provisions contained in Article 6.
By a majority vote of the Board of Directors, the Board of Directors may at any time revoke or modify any or all of the members of the Executive Committee or its authority so delegated, increase or decrease but not below two (2) the number of the members of the Executive Committee and fill vacancies on the Executive Committee from the members of the Board of Directors.
The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the association records and report the same to the Board of Directors from time to time as the Board of Directors may require.
Subject to the initial approval of a majority vote of the Members, the Executive Committee shall promulgate rules and regulations (the “Rules and Regulations”) to uniformly govern the play of lacrosse among the association’s Members. No modification to the Rules and Regulations may occur except by a majority vote of the Board of Directors.
Section 2. Other Committees
The association shall have such other committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are not also Officers or Directors and shall act in an advisory capacity to the Board of Directors.
Section 3. Meetings and Action of Committees
Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
Execution of Instruments, Deposits and Funds
Section 1. Execution of Instruments
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any Officer or agent of the association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the association, and such authority may be general or confined to specific instances. Unless so authorized, no Officer, agent or employee shall have any power or authority to bind the association by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Section 2. Checks and Notes
Except as otherwise specifically determined by resolution of the Executive Committee, or as otherwise required by the Act, checks, drafts, promissory notes, orders for the payment of money and other evidence of indebtedness of the association shall be signed by the Treasurer and
countersigned approved by the President if the check amounts to $1000.00 or more.
Section 3. Deposits
All funds of the association shall be deposited in a timely manner to the credit of the association in such banks, trust companies or other depositories as the Executive Committee may select.
Section 4. Gifts
The Board of Directors may accept on behalf of the association any contribution, gift, bequest or devise for the nonprofit purposes of this association.
Association Records, Reports and Seal
Section 1. Maintenance of Association Records
The association shall keep at its principal office:
(a) Minutes of all meetings of the Board of Directors, committees of the Board of Directors and of all meetings of Members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given and the names of those present and the proceedings thereof;
(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
(c) A record of its Members, if any, indicating their names and addresses and, if applicable, the termination date of any membership; and
(d) A copy of the association's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the Members, if any, of the association at all reasonable times during office hours.
Section 2. Association Seal
The Board of Directors may adopt, use and at alter at will, a corporate seal. Such seal shall be kept at the principal office of the association. Failure to affix the seal to association instruments, however, shall not affect the validity of any such instrument.
Section 3. Directors' Inspection Rights
Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the association and shall have such other rights to inspect the books, records and properties of this association as may be required under the Articles of Incorporation, other provisions of these Bylaws and provisions of the Act.
Section 4. Members' Inspection Rights
Every Member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member:
(a) To inspect and copy the record of all Members' names, addresses and voting rights, at reasonable times, upon written demand on the Secretary of the association, which demand shall state the purpose for which the inspection rights are requested;
(b) To obtain from the Secretary of the association, upon written demand on, and payment of a reasonable charge to, the Secretary of the association, a list of the names, addresses and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available within a reasonable time after the demand is received by the Secretary of the association or after the date specified therein as of which the list is to be compiled;
(c) To inspect at any reasonable time the books, records or minutes of proceedings of the Members or of the Board of Directors or committees of the Board of Directors, upon written demand on the Secretary of the association by the Member, for a purpose reasonably related to such person's interests as a Member; and
(d) Members shall have such other rights to inspect the books, records and properties of this association as may be required under the Articles of Incorporation, other provisions of these Bylaws and provisions of the Act.
Section 5. Right to Copy and Make Extracts
Any inspection under the provisions of this Article 7 may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts, at cost.
Section 6. Periodic Report
The Board of Directors shall cause any annual or periodic report required under the Act to be prepared and delivered in accordance with applicable law.
(6) (3) Tax Exemption Provisions
Section 1. Limitations on Activities
No part of the activities of this association shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by applicable law), and this association shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these Bylaws, this association shall not carry on any activities not permitted to be carried on (a) by a association exempt from federal income tax under Section 501(c)
(6) (3) of the IRC, or (b) by a association, contributions to which are deductible under Section 170(c)(2) of the IRC.
Section 2. Prohibition Against Private Inurement
No part of the net earnings of this association shall inure to the direct benefit of, or be distributable to, its Members, Board of Directors, Officers or other private persons, except that the association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this association.
Section 3. Distribution of Assets
Upon the dissolution of this association, its assets remaining after payment or provision for payment, of all debts and liabilities of this association shall be distributed for one or more exempt purposes within the meaning of the IRC or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable laws.
Amendment of Bylaws
Section 1. Amendment
Subject to the power of the Members of this association to adopt, amend or repeal the Bylaws of this association pursuant to the Act, these Bylaws may only be altered, amended or repealed and new Bylaws adopted by a majority vote of the Board of Directors.
Construction and Terms
Section 1. Conflict
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this association, the provisions of the Articles of Incorporation shall govern.
Section 2. Enforceability
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
Section 3. References to Articles of Incorporation
All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation filed on December 11, 2007, with the Office of the Colorado Secretary of State.
Section 4. References to Internal Revenue Code
All references in these Bylaws to a section or sections of the Internal Revenue Code or IRC shall be to such sections of the Internal Revenue Code of 1986, as amended from.
Section 5. Interpretation
These Bylaws constitute a written agreement between the association and its Members, Board of Directors and Officers. The Bylaws should be interpreted in connection with the Colorado Revised Nonprofit Corporation Act which supplements and controls these Bylaws.
* * * * *
I hereby certify that the foregoing Bylaws, consisting of eighteen (18) pages, including this page, constitute the Bylaws of Colorado Youth Lacrosse Association, adopted by the Board of Directors of the association as of March 2, 2008.