|
BYLAWS FOR YOUNGSVILLE AREA KIDS SOCCER
Section 1. Principal Office. The principal office of the Corporation shall be located in North Carolina, 1030 Lake Royale, Louisburg, Franklin County, NC 27549. This office shall be located at the residence of the President or as otherwise determined by the Board of Directors.
Section 2. Registered Office. The registered office of the Corporation required by law to be maintained in the State of North Carolina may be, but need not be identical with the principal office and shall be at such place within the state as may, from time to time, be fixed and determined by the Board of Directors.
ARTICLE II – PURPOSES
Section 3. Purpose. The purposes for which the Corporation (hereinafter sometimes referred to as "the League") is established are as follows:
1. To provide a fun and safe soccer environment by ensuring positive examples of good sportsmanship at all times.
2. The purposes for which the corporation is organized are exclusively charitable, literary, and educational within the meaning of IRC § 501 (c) (3) or the corresponding provision of any future United States Internal Revenue Law.
ARTICLE III – MEMBERSHIP
Section 1. Corporate Membership. Pursuant to the Articles of Incorporation, the Corporation shall have members. Members shall be admitted upon payment of dues and shall remain members in good standing as long as dues are paid annually. Dues shall be structured and set by the Board of Directors annually. Members may be parents/guardians of players in the league, league players if over 18 years of age, or coaches in the league.
ARTICLE IV – VOTING
Section 1. Voting Privileges. Voting privileges shall be based on the current membership listing. Each member is entitled to one vote subject to Section 2 herein. 2
Section 2. Family Memberships. A parent/guardian shall not have a vote in addition to the vote of his player child who is 18 years of age or older. Each set of parents/guardians for a player/child shall be entitled to only one vote. Only a coach who is not a parent/guardian and entitled to vote or who does not have player/child who is himself eligible to vote shall be eligible to vote.
ARTICLE V – DIRECTORS
Section 1. General Powers. The business, affairs and property of the Corporation shall be managed by the Board of Directors or by such Executive Committee(s) as the Board may establish pursuant to these bylaws. The Board shall act as the Rules and Ethics Committee. Whenever the Board shall find, after an investigation, that any situation becomes or continues to be inimical to the best interest of soccer and the League, it shall have the power (by majority vote) to discipline those members involved as a condition for continued membership.
Section 2. Number, Term and Qualifications. The number of Directors constituting the initial Board of the Corporation shall be thirteen (13). The number may be fixed or changed from time to time by the Board of Directors.
Each director shall hold office for a term of two years until his death, resignation, retirement, removal, disqualification, or the election and qualification of his successor.
A director must be a member in good standing and must not have been the subject of any disciplinary action by the Board within the preceding five years. A director cannot be related to another director or officer as a spouse, ex-spouse, child, parent or in-law. A director must not have a criminal record. No director shall serve more than two terms in that specific position but may serve in other official capacities within the League. Partial terms served must be more than one half (1/2) of the term before it counts as a term for re-election to the same specific position. If a director completes a term for which he was not elected, he may then serve only one elected term in that position. In any event, the two terms of office must be non-consecutive.
Section 3. Election of Directors. Subject to the terms of Section 2 of this Article V, the directors shall be elected at the annual meeting by the members. This annual meeting shall be as soon as close as possible to the conclusion of the spring season at a time designated by the President, pursuant to the notice provisions of Section 4 herein. Those officers elected pursuant to Article VII herein shall automatically be directors.
Section 4. Notice of Annual Meeting. Prior to the annual meeting to elect directors, members shall be given written notice of no less than ten (10) days and no more than forty (40) days.
Section 5. Quorum. Quorum for the annual meeting to elect directors shall be fifteen members from the membership listing as of April 1 of that year. 3
Section 6. Resignation. Any director may resign at any time by giving written notice to the President or Secretary of the Corporation. Such resignation shall take effect at the time specified therein, or if no time is specified therein, at the time such resignation is received by the President or Secretary of the Corporation. The acceptance of such resignation shall not be necessary to make it effective, unless otherwise specified therein, in which event the resignation shall take effect upon its acceptance by the Board of Directors.
Section 7. Vacancies. A vacancy occurring in the Board of Directors may be filled for the remainder of that director's term by a majority of the remaining directors, thought less than a quorum, or by the sole remaining directors; but a vacancy created by an increase in the number of directors fixed by these bylaws shall be filled only by election as outlined in Section 3 above.
ARTICLE VI – MEETINGS OF DIRECTORS
Section 1. Annual Meeting. An annual meeting of the Board of Directors shall follow the annual meeting of the membership.
Section 2. Regular Meetings. The Board of Directors may provide, by resolution, for the holding of regular meetings in addition to the annual meetings of the Board of Directors.
Section 3. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors.
Section 4. Place of Meetings. All meetings of the Board of Directors shall be held at the principal office of the Corporation or at such other place, either within or without the State of North Carolina, and at such time as the Board of Directors may provide by resolution or as may be designated in a duly executed waiver of notice of such meeting.
Section 5. Notice of Meetings. Annual and regular meetings of the Board of Directors may be held without notice. The person or persons calling a special meeting of the Board of Directors shall, at least two days before the meeting, give notice thereof by any usual means of communication. Such notice need not specify the purpose for which the meeting is called.
Attendance by a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called. 4
Section 6. Quorum. A majority of the directors who shall then be in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Section 7. Manner of Acting. Except as otherwise provided in this section, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. No formal order of business need be followed at any meeting, regular or special, of the Board of Directors.
Section 8. Informal Action by Directors. Action taken by three-fourths of the directors without a meeting is nevertheless Board action if written consent to the action in question is signed by all of the directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.
ARTICLE VII – OFFICERS
Section 1. Number. The officers of the Corporation shall consist of a President, Vice President, Secretary, Treasurer, and Registrar. If the Board of Directors elects, it may also create the office of one or more Vice Presidents, Assistant Secretary and Assistant Treasurer and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article VII.
Section 2. Election, Term, and Qualifications. The officers, except such officers as may be appointed in accordance with the provisions of Section 3 of this Article VII, shall be elected by the membership at the annual meeting of members held pursuant to the provisions of Article V, according to the following schedule:
1. President, every even-numbered year.
2. Vice President, every odd-numbered year.
3. Secretary, every odd-numbered year.
4. Treasurer, every even-numbered year.
5. Registrar, every even-numbered year.
Each officer shall hold office until his death, resignation, retirement, removal, disqualification, or his successor is elected and qualified. A slate of officers shall be nominated by the Board of Directors for consideration at the annual meeting. At the annual meeting, nominations will be taken from the floor, and an election for each separate office shall be held among the proposed officer on the slate and those nominated from the floor. It shall take a majority vote to win the election.
The qualifications for officers are the same as for directors as more fully stated in Article V, Section 2.
Section 3. Subordinate Officers and Agents. The Board of Directors, from time to time, may appoint other officers and agents, each of whom shall hold office for such period, have such authority and perform such duties as the Board of Directors, from time to time, may determine. The Board of Directors may delegate to any officer or agent the 5
power to appoint any subordinate officer or agent and to prescribe his respective authority and duties.
Section 4. Resignations. Any officer may resign at any time by giving written notice to the President or Secretary of the Corporation, or if he was appointed by an officer or agent in accordance with Section 3 of this Article VII, by giving written notice to the officer or agent who appointed him. Any such resignation shall take effect upon acceptance of it by the Board of Directors or by the officer or agent appointing the person so resigning.
Section 5. Removal. Any officer may be removed by the Board with reasonable cause, by a vote of two-thirds of the Board of Directors. The officers appointed in accordance with provisions of Section 3 of this Article VII may be removed, with or without cause, by vote of a majority of the Board of Directors, or by any officer or agent upon whom such power of removal may be conferred by the Board of Directors. The removal shall be without prejudice to the contract rights, if any, of the person so removed. Prior to any removal, the subject officer shall be given an opportunity to address the Board in writing.
Section 6. President. The President shall be the Chief Executive Officer of the League and shall have the following responsibilities:
1. Call and preside at all meetings.
2. Oversee the operation and management of the League including liaison with the community.
3. Serve as an ex officio member of all committees; and
4. Render the President’s Annual Report at the Annual General Meeting.
5. Sign, with any other proper officer, any deeds, mortgages, bonds, contracts or other instruments which may be lawfully executed by the corporation except when required by law to be otherwise executed and except where the execution thereof has been defeated by the Board of Directors to another officer or agent.
Section 7. Vice President. The Vice President shall have the following responsibilities:
1. Shall assist the President in the performance of his/her duties.
2. Shall exercise all the powers of the President in his/her absence.
3. Shall investigate any violations of rules within the League including:
a. Conflict resolution.
b. Notification of any needed disciplinary action.
c. In case of conflict-of-interest, Board determines an investigator.
Section 8. Secretary. The Secretary shall have the following responsibilities:
1. Maintain a roll of directors at Board Meetings.
2. Record the minutes of the proceedings at such directors meetings and present them by the next meeting.
3. Record and maintain annual meeting minutes.
6
4. Maintain all the records and correspondence of the League.
5. Ensure that notices of meetings are given.
6. Provide an agenda for the meetings to all board meetings.
7. Shall collect and submit game reports for newspapers.
Section 9. Treasurer. The Treasurer shall have the following responsibilities:
1. Manage and keep full and accurate accounts of receipts and disbursements of the League.
2. Manage the disbursements for items that are contained in the operating budget.
3. Provide a complete and detailed written report showing all financial activities to be presented to the board annually.
4. Make a report available by request to League members. (Requests should be in writing and submitted to the President).
5. Be responsible for the care and custody of the League’s funds, including managing deposits.
6. Submit an audited financial statement annually at the board meeting prior to the annual meeting.
7. Manage the coordination of the preparation of information needed by the auditor in preparing the audited annual financial statement.
Section 10. Registrar. The Registrar shall have the following responsibilities:
1. Be responsible for registering all League players, coaches, and referees.
2. Mail registration forms to previously registered players and/or coordinate with coaches as to returning players.
3. Responsible for scheduling and coordinating open registration at the field.
4. Manage registration fees until they are turned over to Treasurer.
5. Distribute rosters to coaches and obtain verification of same.
6. Distribute copies of the rosters to Teams Purchasing Committee Chairman.
7. Maintain list of coaches and sponsors.
Section 11. Bonds. The Board of Directors may by resolution require any or all officers, agents and employees of the Corporation who may receive, handle or disburse money for its account, or who may have any of the Corporation's property in his custody or be responsible for its safety or preservation, to give bond, in such sum and with such sureties as satisfactory of the duties of his respective office or position, and for the restoration to the Corporation, in the event of his death, resignation, or removal from office, of all books, papers, vouchers, moneys and other property of whatever kind belonging to the Corporation and in his custody.
Section 12. Delegate Duties. In case of the absence of any officer of the Corporation or for any other reason that the Board may deem sufficient, the Board may delegate the powers or duties of such officer to any other officer or to any director for a stipulated time, provided two-thirds of the entire Board of Directors concurs therein, and provided that the same is not otherwise in conflict herewith. 7
Section 13. Vacancies. In case of a vacancy occurring among the officers or Board members, the following will take effect:
1. The Vice President will become President for the remainder of the term.
2. Any other vacancies will be filled for the remainder of the term by a Board appointment.
ARTICLE VIII – COMMITTEE CHAIRMEN
Section 1. Coaches. The Coaches Committee Chairman shall have the following responsibilities:
1. Organize and conduct clinics to instruct coaches about the YAKS rules.
2. Make and post the game schedule for each season including makeup games.
3. Coordinate practice schedules with the coaches and give copy to registrar.
Section 2. Communications. The Communications Committee Chairman shall have the following responsibilities:
1. Coordinate the distribution of flyers, banners, and registration forms throughout the community to advertise registration.
2. Place advertisements and/or public service announcements in the newspapers and other media sources.
3. Coordinate production and distribution of newsletters.
4. Supervise website.
5. Disseminate information about application for open Board positions.
Section 3. Equipment Manager/Safety. The Equipment Manager Committee Chairman shall have the following responsibilities:
1. Be responsible for ordering the field paint.
2. Coordinate with Field Maintenance to insure that the mowers are regularly serviced and maintained.
3. Order the placement and removal of porta-johns for each season.
4. See that the goals and nets are placed and removed as needed with each season.
5. Have one vote at board meetings and at the annual general meeting.
6. See that the keep out signs, parking signs, etc. are in place on game days, are removed after all games, and are maintained.
7. Coordinate volunteers to act as parking attendants.
8. Maintain first aid kit at the field.
Section 4. Field Maintenance. The Field Maintenance Committee Chairman shall have the following responsibilities:
1. Schedule and coordinate mowing of the fields on an as needed basis.
2. See that the lines and markings are painted on the fields.
8
3. Coordinate with the Equipment Manager to insure that the mowers are regularly serviced and maintained.
4. See to the removal of trash on a weekly basis during the season.
Section 5. Fundraising. The Fundraising Committee Chairman shall have the following responsibilities:
1. Find sponsors for the League teams and/or fence sponsors.
2. See to the collection of sponsor fees either in person or by invoice with fees to go to the Treasurer.
3. Distribute sponsor plaques at the end of the seasonal year.
4. Coordinate with Registrar to ensure that Teams Purchasing Committee Chairman has a list of sponsors for names on jerseys.
5. Coordinate production and placement of sponsor ads.
Section 6. Referees. The Referees Committee Chairman shall have the following responsibilities:
1. Organize and conduct clinics to instruct referees about the YAKS rules.
2. Conduct an annual review of the rules with the intent to keep them current and viable for Yaks purposes.
3. Make and post the referee schedule for each season.
4. Make information available about certification procedures for referees.
Section 7. Teams Purchasing. The Teams Purchasing Committee Chairman shall have the following responsibilities:
1. Order team jerseys and distribute to coaches.
2. Order trophies or plaques for the players and coaches.
3. Coordinate picture day.
Section 8. Volunteer Coordinator. The Volunteer Coordinator Committee Chairman shall have the following responsibilities:
1. Create the volunteer list and provide volunteers for whatever tasks that are requested by the Board.
2. Manage the list, including soliciting the members to volunteer for general or specific events or functions.
ARTICLE IX – DISCIPLINE OF COMMITTEE CHAIRMEN
A complaint against a committee chairman may be brought by any board member in writing to the Board of Directors. After Board discussion, action may include, but is not limited to, removal from position, discipline (decided according to incident), or no action. Action must be by 2/3 vote of full Board.
For complaints requiring further investigation, the Board shall select an impartial person to investigate. The selection of the impartial person is to be handled by the 9
President with at least majority of Boards consent. Selection may be handled by phone, email, or other manner which is convenient. There shall be no appeals process.
ARTICLE X – CONTRACTS, LOANS, DEPOSITS
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless, except, and as authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3. Checking and Drafting. All notes, checks, drafts, acceptances or other orders for the payment of money issued in the name of the Corporation shall be signed by two officers of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such depositories as the Board of Directors shall direct, or as may be selected by an officer or officers, agent or agents, of the Corporation to whom such power may, from time to time, be given by the Board of Directors. These terms shall be subject to any terms imposed by the Wake County Public School System or Wake Forest Rolesville Middle School as said terms relate to depository requirements.
ARTICLE XI – INDEMNIFICATION
Section 1. Actions by Outsiders. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, money decrees, penalties, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in the best 10
interest of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful.
Section 2. Determination of Entitlement. Any indemnification under Section 1 of this Article IX (unless ordered by a court) shall be made by the Corporation only upon a determination that indemnification or the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in said Section 1. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such quorum is not obtainable, or, even if obtainable if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.
Section 3. Advances. Any indemnification under Section 1 of this Article IX (unless ordered by a court) shall be made by the Corporation only upon a determination that indemnification or the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in said Section 1. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who where not parties to such action, suit or proceeding, or (b) if such quorum is not obtainable, or, even if obtainable if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.
Section 4. Other Employees or Agents. Persons who are not directors or officers of the Corporation but are employees or agents of the Corporation or are serving at the request of the Corporation as employees or agents of another corporation, partnership, joint venture trust or enterprise may be indemnified to the extent authorized by any time or from time to time by the Board of Directors of the Corporation.
Section 5. Not Exclusive, Benefits. The indemnification provided by this Article IX shall not be deemed exclusive of any other rights to which any person indemnified may be entitled under any agreement, vote of disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.
Section 6. Contract Rights. The assumption by a person of a term of office as a director or officer of the Corporation or, at the request of the Corporation, a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall constitute a contract between such person and the Corporation entitling him during such term of office to all of the rights and privileges of indemnification afforded by this Article IX as in effect as of the date of his assumption of such term of office, but such contract shall not prevent the amendment of this Article IX in respect of any future term of office of such person or in respect to any other person.
Section 7. Partial Invalidity. The invalidity or unenforceability of any provision of this Article shall not affect the validity or enforceability of any other provision hereof. 11
ARTICLE XII – GENERAL PROVISIONS
Section 1. Seal. The corporate seal of the Corporation shall be in such form as shall be approved by the Board of Directors from time to time.
Section 2. Waiver of Notice. Whenever any notice is required to be given to any director under the provisions of the North Carolina Business Corporation Act or under the provisions of the charter or bylaws of this Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
Section 3. Fiscal Year. The fiscal year of the Corporation shall be established by resolution of the Board of Directors.
Section 4. Gender. Wherever reference is made herein only to the male gender, for convenience, that reference shall be deemed to include also the female gender.
Section 5. Amendments. Except as otherwise provided herein these bylaws may be amended or repealed and new bylaws may be adopted by the affirmative vote of a majority of the directors.
No amendment shall be allowed which provided for the management of the Corporation otherwise than by the Board of Directors or its Executive Committee.
CERTIFICATION
I do hereby certify that the foregoing constitute the bylaws of which were adopted by the Board of Directors of this Corporation on the ___th day of April, 2008.
____________________________________
__________________, Secretary
APPROVED BY:
____________________________________
Director: Jon Pearsall
____________________________________
Director: Bert Woodburn 12
____________________________________
Director: Dan Schweikert
Director: Brian Laws
____________________________________
Director: Larissa Moore
____________________________________
Director: Brian Jones
____________________________________
Director: Steve Ballentine
____________________________________
Director: Philip Beckett
____________________________________
Director: Kim Bowling
____________________________________
Director: Kelly Osborne
____________________________________
Director: Holly Dimig
____________________________________
Director: Ed Evon
____________________________________
Director: Ken Dougherty
ARTICLE I – OFFICES
11
ARTICLE I – OFFICES
|
