Amerks Booster Club Constitution

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 III: 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 XI: 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