RESTATED BYLAWS OF
DULUTH AMATEUR HOCKEY ASSOCIATION, INC.
WITH AMMENDMENTS OF JUNE 18, 1992


Duluth Amateur Hockey Association, Inc. was formed, in part, to foster, promote and inspire in youth the ideals of health, citizenship and character; to bring area youth closer together through common interest in sportsmanship, fair play and fellowship; to impart to the game elements of safety, sanity and intelligent supervision; and to keep the welfare of the player first and foremost, and entirely free of adult lust for glory.

ARTICLE I – MEMBERSHIP

1.1 MEMBERSHIP: There shall be three (3) classes of membership in the corporation: Sustaining Members, Youth Playing Members and Rink Members.

1.1.1 SUSTAINING MEMBERS: Interested adults (18 years or older) may become Sustaining Members for the ensuing year by payment of annual dues in an amount established by the Board of Directors, which shall be equal to the lowest regular fee charged by the corporation for a Youth Playing Membership or as otherwise established by the Board of Directors. The rights of a Sustaining Member shall be: to hold office upon appointment or election, including the Board of Directors; to participate in meetings of the Sustaining Membership; and to vote for all officers elected by the Sustaining Members.

1.1.2 YOUTH PLAYING MEMBERS: Interested youths (19 years and under) may become Youth Playing Members for the ensuing year by registering in accordance with rules promulgated by the Board of Directors and upon payment of an annual registration fee in an amount established by the Rink Members and/or the Board of Directors. The rights of a Youth Playing Member shall be: to participate in the youth hockey program of the corporation with a team of a Rink Member to which he/she is assigned; and to be afforded the opportunity to try out and, if chosen, play for the corporation’s supervised traveling or other sponsored team of his/her district and age. The Youth Playing Members shall not have any voting rights.

Payment of said youth’s annual registration fee by the parents, guardian or other custodian of said youth shall entitle said parents, guardian or custodian to be a Sustaining Member for the ensuing year without further payment. Such privilege shall be extended only to the parents, guardian, or other custodian of said youth, whose name appears upon the registration card of such youth.




1.1.3. RINK MEMBER: Interested rink associations may
become Rink Members: (1) by payment of an annual registration fee for its various teams in accordance with rules promulgated by the Board of Directors; (2) by payment of all rink assessments duly levied by the Board of Directors; and (3) by an affirmative vote of the Board of Directors present at a meeting to which an application is presented. The rights of a Rink Member shall be: to have its various teams play in the corporation’s regular season and playoff competition; to participate, at regularly scheduled hours, in the corporation’s managed ice facilities; to have its Rink Director (or other authorized representative) participate on the corporation’s Rink Association Advisory Committee; and to vote on amendments to the Articles of Incorporation, Bylaws and playing rules of the corporation.

1.2 TERMINATION OF MEMBERSHIPS: Membership in the corporation may be terminated for cause by a two-thirds vote of the Board of Directors, or by resignation of a member.

1.3 NOTICE FOR MEMBERSHIP MEETINGS: Notice of the time and place of meetings of the Sustaining Membership shall be as follows:

1.3.1. ANNUAL AND SPECIAL MEETINGS: Notice for the annual
and special meetings of the Sustaining Membership shall be by published notification to be made by publication in a newspaper of general circulation published in Duluth, Minnesota once, at least five (5) days but not less than thirty (30) days prior to the meeting. In the case of a special meeting, the notice shall also state its purpose.

1.3.2. REGULAR MONTHLY MEETINGS: Notice for the regular
monthly meetings of the Sustaining Membership shall be by posted notification to be made by posting a notice on the bulletin boards at Fryberger Arena and Peterson Arena not less than fifteen (15) days prior to the meeting.

1.4 QUORUM: Unless a greater or lesser number is required by law, ten (10) of the Sustaining Members shall constitute a quorum for the transaction of business at any meeting of the Membership. If a quorum is not present at any meeting, a majority of the Sustaining Members present may adjourn the meeting from time to time without further notice required in paragraph 1.3.

1.5 VOTING: Each Sustaining Member shall be entitled to one (1) vote on any
matter before the Membership. Voting by proxy by a Sustaining Member shall not be permitted.

1.6 MANNER OF ACTING: Unless otherwise required by law or these Bylaws, the action of a majority of the Sustaining Members present at a meeting at which a quorum is present shall be the act of the Membership.



1.7 PLACE OF MEETINGS: The Membership may hold its meetings at such
place or places, within or without the State of Minnesota, as the Board of Directors may from time to time determine.

ARTICLE II – BOARD OF DIRECTORS

2.1 GENERAL POWERS: The property, affairs and business of the corporation
shall be managed under the direction of the Board of Directors. The Board shall have the authority to manage the corporation consistent with the laws of the State of Minnesota, the Articles of Incorporation and these Bylaws.

2.2 ELECTIONS: The Director shall be elected at the annual meeting of this
corporation by a vote of the Sustaining Members as set forth in paragraph 2.4.

2.2.1. NOMINATING COMMITTEE: The Board of Directors shall,
approximately forty-five (45) days prior to the annual meeting of the Sustaining Members, appoint a Nominating Committee which shall recommend nominees for each elected position to be filled. The Nominating Committee shall solicit candidates for the positions, which solicitation shall at a minimum include notification of the positions to be filled to the Rink Members’ representatives to the Rink Association Advisory Committee. The report to the Nominating Committee shall be mailed to the Board of Directors and the Rink Members’ representatives to the Rink Association Advisory Committee at least ten (10) days before the annual meeting. If a person so requests, at least five (5) days before the annual meeting, he or she shall be placed on the ballot. Such requests must be received in writing at the DAHA office five (5) days prior to the annual meeting. All candidates on the ballot including incumbents must complete and sign a formal application prior to the start of the annual membership meeting.

2.3 QUALIFICATIONS: A member of the Board of Directors shall be a natural
person and need not be a Sustaining Member of the corporation.

2.4 NUMBER: There shall be sixteen (16) members of the Board of Directors. Twelve (12) Directors shall be elected so that there shall at all times be six (6) Directors who reside in each of the two (2) divisions of the City of Duluth (Lakers
and East End). The boundaries of the two (2) divisions shall generally be the boundaries of Denfeld and Central high schools as the Lakers and boundaries of East high school as East End, but the exact boundaries
shall be established by the Board of Directors. Four (4) additional Directors shall be elected at large and without regard to residence within a particular division of the City of Duluth. A Sustaining Member may vote only for the Directors representing the division of the city in which such member resides. All Sustaining Members may
vote for at large representatives.


2.5 TERM OF OFFICE: Each Director who is elected or re-elected and qualified at the annual meeting shall serve for two (2) years beginning as of the date of election and until his or her successor shall be elected and qualified or until his or her death,
resignation or removal. The terms of the Directors shall be staggered so that three (3) of the representatives of each division of the City and two (2) at large representatives shall have terms expiring each year.

2.6 EX-OFFICIO MEMBERS OF BOARD OF DIRECTORS: In addition to the above, there shall be the following Ex-Officio Members of the Board of Directors
who shall take part in all board meetings but shall not vote:

1. The Executive Director of the corporation.

2. The Business Manager of the corporation.

3. The high school coaches from Denfeld, Central, Marshall, and East high schools.

4. One representative appointed by the association of referees.

5. Any MN Hockey District Director(s) having authority within the area served by the corporation.

6. One representative appointed by the Rink Association Advisory Committee.

7. Any additional ex-officio members which are deemed necessary by the Board of Directors.

8. Hockey Education Program (HEP) ACE Director.

2.7 SPECIFIC POWERS: The Board of Directors shall be responsible for
promulgating rules concerning dues; registration fees; schedule and play of games; duties of coaches; official management of facilities; sponsorship of teams; community-wide solicitation of funds; tournaments; selection of traveling teams, including their coaches and managers; rules and regulations of behavior of Individual Playing Members and spectators at sponsored games; travel of its member teams; and the effect of non-compliance.

The Board of Directors shall have the authority to levy assessments to all Rink Members for: the corporation’s participation in MN Hockey and/or USA Hockey; use of the corporation’s managed ice facilities; referee fees; and the rental of other artificial ice facilities. The Board of Directors shall promulgate rules for determining said assessments, their collection, and the effect of non-payment.

The Board of Directors may enter into agreements with individuals, corporations, associations, and governmental agencies of any lawful nature in order to carry out their duties, except that the Board of Directors may not purchase, lease


or mortgage real property without first obtaining approval from the Sustaining Membership at the annual meeting or at a special meeting called for that purpose. Notwithstanding the above, the Board of Directors may enter into leases of real estate for gambling operations without approval of the Sustaining Membership.

The enumeration of these certain powers, as set forth above shall in no way limit or restrict the use of other powers not enumerated, but necessary to carry out the governing and management of this corporation, by the Board of Directors.

2.8 DELEGATION OF POWERS: The Board of Directors may delegate to the various officers, committees, and other personnel such power that it may desire in order to more efficiently carry out its duties; provided that no officer, committee or other personnel may spend funds of the corporation, or enter into any agreements with other parties, without the specific authorization of the Board of Directors.

2.9 VACANCIES: Vacancies in the membership of the Board of Directors shall be filled for the un-expired term by the remaining Directors at the annual meeting, regular meeting, or special meeting called for that purpose.

2.10 REMOVAL: Any member of the Board of Directors may be removed from office for good cause, including three unwarranted successive absences from meetings; provided that said removal shall be by two-thirds vote of the Board of Directors at a regular or special meeting for which notice of the removal has been given.

2.11 QUORUM: A quorum will consist of seven voting members of the Board of Directors, including the President.

2.12 PROCEDURE: Roberts Rules of Order shall be used to govern all
parliamentary procedure.


ARTICLE III – OFFICERS

3.1 ELECTION: The Officers of this corporation shall be elected by the Board of
Directors at the meeting of the Board immediately following the annual meeting of the Sustaining Membership by a majority vote of those Directors present and voting. Officers elected shall hold office through the next annual meeting of the Sustaining Members or until their successor is elected and qualified.

3.2 OFFICES: The Officers of this corporation shall be as follows:

a. President: The President shall preside at all meetings of the corporation;
be responsible (subject to the approval of the Board of Directors) for the
day-to-day operation of the corporation; and hold such other powers
which the Board of Directors may from time to time confer upon him/her.
The President shall be a member of the Board of Directors but shall vote
only in the case of a tie or where a two-thirds vote is required.

b. Vice-President: The Vice-President shall act in the place of the President
during his/her absence or incapacity and shall carry out such other duties
as the President and Board of Directors might delegate to him/her.

c. Treasurer: The Treasurer shall monitor the preparation and
maintenance of complete and accurate financial records of this
corporation; coordinate the activities of the corporation’s bookkeepers
and accountants; monitor the preparation of necessary budgets, forecasts
and financial information; and shall cause to be rendered to the President
and to the Board of Directors, whenever requested, an account of the
financial condition of the corporation.

d. Secretary: The Secretary of the corporation shall be the Secretary of, and
when present, record proceedings of all meetings of the Board of
Directors; shall give or cause to be given appropriate notices in
accordance with these Bylaws or as specified by law; and shall act as
custodian of all records, reports, the Articles of Incorporation, any
amendments thereto or restatements thereof, and these Bylaws and all
amendments hereto and restatements hereof. The Secretary shall
perform all duties incident to the office and such other duties as may be
assigned by the Board from time to time.

3.3 QUALIFICATIONS: An Officer shall be an elected member of the Board of
Directors.

3.4 VACANCIES: Vacancies in the offices shall be filled by a majority vote of the
Board of Directors at a regular or special meeting, called for that purpose.

3.5 ADDITIONAL OFFICERS: The Board of Directors may from time to time
create additional offices and elect officers whose term shall be through the next
annual meeting of the Sustaining Members.

Positions created may be filled by a majority vote of the Board of Directors, whose duties shall be to carry out those special assignments delegated to such office by the Board of Directors.

3.6 REMOVAL: Removal from office may be made in the same manner and for
the same grounds as removal from the Board of Directors as set forth in paragraph 2.10.


ARTICLE IV – COMMITTEES

4.1 RINK ASSOCIATION ADVISORY COMMITTEE: There shall be created a
Rink Association Advisory Committee whose membership shall be composed of one (1) representative from each Rink Member and which shall be presided over by the President of the corporation, or his/her designee. This committee shall select, each year at its annual meeting, a representative who shall be an Ex-Officio Member of the Board of Directors.

Members of this committee shall provide a liaison between the corporation and the Rink Members. The members of this committee shall vote on behalf of their respective Rink Members in amending playing rules.

This committee may study, consider and recommend to the Board of Directors for their consideration or action, any matter involving youth hockey within the jurisdiction of the corporation, which directly or indirectly affects the Rink Members. Recommendations of this committee shall be afforded appropriate consideration by the Board of Directors and, while not binding, should be influential in determining policy and actions by the Board of Directors.

4.2 STANDING COMMITTEE: Standing committees are hereby created, but not limited to the following committees. Their members, numbers, appointments, meetings and further duties shall be determined by the Board of Directors:

a. RULES AND GRIEVANCE COMMITTEE: This committee shall
recommend changes to playing rules; supervise commissioners; investigate protests/grievances from Rink Members and recommend solutions to the Board of Directors; establish registration procedures; provide for officials for the corporation’s sponsored games and coordinate disputes between Rink Members and the Association of Referees; and recommend changes to the Articles of Incorporation and Bylaws of the corporation.

b. COACHES PLAYER AND DEVELOPMENT COMMITTEE: This
committee shall oversee and supervise the selection of coaches and operation of all traveling teams; recommend to the Board the structure, requirements and procedures for other DAHA sponsored teams, including Midget and Junior Gold teams; coordinate tournaments sponsored by the corporation; and coordinate or arrange for hockey schools to be operated in the corporation’s managed ice facilities.

c. OPERATIONS AND PERSONNEL COMMITTEE: This committee
shall recommend the employment, terms of employment, and monitor
performance of the employees of the corporation; shall develop and
oversee the scheduling for the corporation’s sponsored events in
accordance with directions from the Board; shall recommend to the
Board building projects; and shall recommend to the Board, the
upkeep and maintenance needed for the corporation’s managed ice facilities.

d. FINANCE COMMITTEE: This committee shall monitor and provide
for the gambling operations, fundraising and general over-site of the
financial matters of the corporation.

e. NOMINATING COMMITTEE: This committee shall present a slate
of Directors and Officers to replace those whose terms expire at the
annual meeting. This committee shall consist of three members of the
Board of Directors and two Rink Directors. The committee shall
operate pursuant to paragraph 2.2.1 and present is recommendations
to the Sustaining Members at the annual meeting.


ARTICLE V – MEETINGS

5.1 ANNUAL MEETING OF MEMBERS: Those members comprising the
Sustaining Membership shall meet on the last Tuesday of March each year, or such other date fixed by the Board of Directors, for the purpose of election of Directors, and for such other business as may properly come before said meeting. Notice of such meeting shall be given in accordance with paragraph 1.3.

5.2 REGULAR MEETINGS OF MEMBERS: Monthly meetings of the Sustaining Membership shall be held during the third week of each month. The Board of Directors shall establish the time and place for the meeting and shall post notice of the meeting in accordance with paragraph 1.3.2. The membership meeting shall be held immediately following the monthly Board of Directors meeting.

5.2.1 APPROVAL OF EXPENDITURES FROM GAMING
OPERATIONS: Approval of a lawful purpose expenditure from the corporation’s lawful gaming operations shall be approved by the Sustaining Membership in one of the following manners:

1. Any such expenditure shall receive affirmative approval at two (2)
successive regular meetings of the Membership; or

2. Any such expenditure shall receive an affirmative approval at one
(1) regular meeting of the Membership if the expenditure has been
recommended for approval by the Board of Directors.

5.3 SPECIAL MEETING OF MEMBERS: Special meetings of the Sustaining Membership shall be held whenever called by the President or by any two Directors. Notice of each such special meeting shall be given in accordance with paragraph 1.3

5.4 BOARD OF DIRECTORS MEETING: The Board of Directors, with
the newly elected Directors, shall meet immediately following the annual meeting of the Sustaining Members for the purpose of electing the Officers of the corporation, appointing members to the standing committees and for such other and further business as may properly come before it. No notice shall be required to be given of such meeting.

5.5 BOARD OF DIRECTORS REGULAR MEETINGS: The Board of Directors shall regularly meet on the second Tuesday of each month, or such other day of each month as the Board selects, at which meetings it may consider any business which may properly come before it.

5.6 SPECIAL MEETINGS OF THE BOARD OF DIRECTORS: Special meetings of the Board of Directors may be called either by the President or by any three (3) Directors requesting the President to call a special meeting, provided notice of the time, place and purpose shall be sent to each member of the Board, including Ex-Officio Members, at least seven (7) days prior thereto.

5.7 RINK ASSOCIATION ADVISORY COMMITTEE: This committee shall meet immediately prior to the annual membership meeting for the purpose of electing its Ex-Officio representative to the Board of Directors and for such other and further business as may properly come before it. This committee shall also meet at least quarterly throughout the year and may meet as frequently as it deems necessary. Notice of each meeting shall be given to each representative on the Advisory Committee by the Secretary.


ARTICLE VI – COMMISSIONERS – APPEALS – PROTESTS

6.1 The Board of Directors shall appoint, from its members, Commissioners of the
various classifications as follows:

2 Mite Commissioners

2 Squirt Commissioners

2 PeeWee Commissioners

2 Bantam Commissioners

2 Midget/Junior Gold Commissioners

2 Girls Commissioners

These Commissioners shall be responsible for carrying out the rules, regulations, and policies of the Board of Directors in their respective classification. They shall hear all disputes and protests within their respective classification and rule thereon.

6.2 APPEALS, PROTESTS: Appeals or protest from any such ruling may be taken to the Rules and Grievance Committee by submitting, in writing, to the Committee Chairman, a notice of such appeal or protest and grounds upon which it is based. The committee chairperson shall inform the committee members who will consider such appeal at a regular or special meeting called for that purpose. Following judgment of the committee, further appeal can be made to the Board of Directors, whose decision is final.


ARTICLE VII – FINANCIAL MATTERS

7.1 DUALITY OF INTEREST: Any Director or Officer having an interest in a contract or other transaction as presented to the Board of Directors for authorization, approval or ratification shall make a full disclosure of his or her interest to the Board prior to its acting on such contract or transaction.


7.1.1. PROHIBITION OF LOANS OR INVESTMENT: No loans
shall be made to, nor investments made in, businesses owned or substantially controlled by members of the corporation.

7.2 INDEMNIFICATION: To the extent permitted by law, this corporation shall have the power and authority to indemnify any Director, Officer, agent or employee for expenses and costs (including attorneys’ fees) incidentally and necessarily incurred by him or her in connection with the defense or settlement of any pending or threatened action, suit or proceeding to which he or she is made a party by reason of his or her being or having been such official, except in relation to matters as to which he of she shall be finally adjudged to be liable for willful misconduct amounting to bad faith. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled under the Articles of Incorporation or these Bylaws, or under any agreement or vote of the Board, or under insurance purchased by this corporation, or otherwise.

7.3 FISCAL YEAR: The fiscal year of this corporation shall commence on July 1
and end on June 30th of each year.

ARTICLE VIII – AMENDMENTS

8.1 AMENDMENTS OF ARTICLES OF INCORPORATION AND BYLAWS:
The Rink Members may amend the Articles of Incorporation and Bylaws, as from time to time amended or restated to include or omit any provision, which could lawfully be included or omitted at the time such amendment or restatement is adopted.

8.1.1 PROCEDURE: The Board of Directors or any five (5) Rink
Members may propose the amendment to the Articles of Incorporation or
Bylaws setting forth the proposed amendment and directing that it be
submitted for adoption at a meeting of the Rink Members. A number of
amendments, or an entire revision or restatement of the Articles of Incorporation and/or Bylaws may be submitted and voted upon at a single
meeting of the Rink Membership upon given stating the purpose thereof, a
quorum being present, upon receiving an affirmative vote of not less than a
two-thirds majority of the Rink Members of this corporation present at such
meeting. A quorum for such meeting shall be fifty percent of the Rink Members present in person or by proxy.

8.1.2 NOTICE: Written notification of the meeting of the Rink Members, stating the purpose, shall be given to each Rink Member entitled to vote on the proposed amendment, and to each Officer and Director. Such notice must be delivered or mailed not less than five (5) nor more than thirty (30) days before the meeting, excluding the day of the meeting.

8.2 AMENDMENT OF PLAYING RULES: The Rink Members, through the Rink Members’ representative to the Rink Association’s Advisory Committee, may amend the playing rules of the corporation as from time to time adopted or amended.


8.2.1 PROCEDURE: The Board of Directors shall propose the
amendment to the playing rules, setting forth the proposed amendment and directing that it be submitted for adoption at a meeting of the Rink Association Advisory Committee. A number of amendments, or an entire revision or restatement of the playing rules, may be submitted and voted upon at a single meeting of such committee upon notice given stating the purpose thereof, a quorum being present, upon receiving an affirmative vote of not less than a majority of the total number of representatives of the committee present at such meeting. A quorum for such meeting shall be fifty percent of the representatives of Rink Members present in person or by proxy.

8.2.2. NOTICE: Written notification of the meeting of the Rink
Association Advisory Committee to consider amendments to the corporation’s playing rules shall be given to each member of such committee entitled to vote on the proposed amendment. Such notice must be delivered or mailed not less than five (5) nor more than thirty (30) days before the meeting, excluding the day of the meeting.