FAIRBANKS YOUTH SOCCER ASSOCIATION By-Laws
FAIRBANKS YOUTH SOCCER ASSOCIATION By-Laws Last Revised and Adopted November 2016 101 – NAME 101.1 - The name of this organization shall be the Fairbanks Youth Soccer Association (FYSA). 101.2 - The principal address is PO Box 739l5, Fairbanks, Alaska 99707. 102 – PURPOSE 102.1 - The PURPOSE of this association shall be for the education of individuals interested in the game of soccer, and for its promotion, and administration for players under nineteen years of age within the Fairbanks area. 103 - TERRITORY AND AFFILIATIONS 103.1 - This association has territorial jurisdiction over youth soccer programs throughout District 2 as defined by the Alaska State Youth Soccer Association (AYSA). 103.2 - This association shall be an affiliated branch of, and comply with, the authority of AYSA (Alaska State Youth Soccer Association) and the United States Soccer Federation (USSF Federation). 103.3 - The FYSA will not join any organization that has requirements that conflict with the Federation’s articles, bylaws, polices and requirements. 103.4 - Any team or league affiliated with AYSA located within the territorial jurisdiction of this organization association shall be affiliated with FYSA unless otherwise determined by AYSA. 104 – MANAGEMENT 104.1 - The Federation articles of incorporation, bylaws, policies, and requirements take precedence over and supersede the governing documents and decisions of the FYSA and its members to the extent applicable under state law and the FYSA and its members will abide by those articles, bylaws, policies and requirements 104.2 - The FYSA will allow the AYSA to review the documents and procedures of the FYSA on request of the AYSA not less than once every 4 years, to determine compliance with the Federation bylaws. 104.3 - The FYSA and its members will abide by the Federation’s articles, bylaws, policies and requirements on interplay.
104.4 - The FYSA shall maintain its tax exempt status under the Internal Revenue Code. 104.5 - The FYSA will not discriminate against any individual on the basis of race, color, religion, age, sex, sexual orientation or national origin. 104.6 - The FYSA shall adopt policies prohibiting sexual and physical abuse that meet certain minimum criteria established by the Federation. 104.7 - The FYSA will provide annually to AYSA copies of FYSA’s articles, bylaws, and other governing documents, submit changes to those documents to AYSA for approval not later than 90 days after adoption, and make copies of those documents available to its members. 105 - MEMBERSHIP 105.1 - FYSA shall be open to membership by any soccer players (including their parents or guardians), coaches, trainers, managers, administrators, and officials not subject to suspension under section 4 of Federation Bylaw 241, and to any amateur youth soccer organization in this district. 105.2 - No Member may hold more than one voting membership in FYSA. 105.3 - Voting Members shall consist of parents or guardians of a child registered with FYSA and other volunteers approved by the Board of Directors. A voting Member in good standing, as defined herein, may vote at all annual and/or special general membership meetings. All voting Members must have reached the age of 18. 105.4 - Associate Members. Any individual who is associated with or who participates in the activities of any affiliated league, association or club shall be an Associate Member of this Association. Associate Members have no voting privileges. 105.5 - Honorary and Sponsor Members. Those individuals who have promoted the goals and objectives of FYSA either through their actions or through significant material and and/or financial contributions to FYSA may be awarded honorary or sponsor membership by majority vote of the Board of Directors. Such members do not have voting privileges. 105.6 - Good Standing. Membership in good standing is maintained by payment of all dues and assessments and completion of all suspension periods levied by FYSA, AYSA and the Federation within the current Association year. Reinstatement for membership in good standing may be made by the Board of Directors upon payment of all outstanding obligations and completion of all suspension periods levied by FYSA, AYSA and the Federation. 106 – REGISTRATION 106.1 - FYSA shall register all of its players, coaches, teams, referees and administrators with AYSA at least once every year, and timely pay all dues and fees to AYSA. 106.2 - Requirements for Membership. A person will become a member of FYSA by: a. Submitting a completed registration form for themselves or for their child or the child for which they are the guardian; and
b. Agreeing to comply with and be bound by the provisions of FYSA Articles of Incorporation, bylaws and rules and regulations in effect at the time of the application including FIFA Laws of the Game and Rules of the United States Youth Soccer Association (USYSA). 107 - BOARD OF DIRECTORS AND OFFICERS 107.1 - General Powers. The affairs of this association shall be managed by its Board of Directors who shall be selected through an open and democratic election process. Directors shall be members of this association. 107.2 - The Officers of this association shall be a President, a Vice President, a Secretary, and a Treasurer, each elected during the Annual General Meeting (AGM) for a two year term as follows. a. President - elected in even numbered years b. Vice President - elected in odd numbered years c. Secretary - elected in even numbered years d. Treasurer - elected in odd numbered years. 107.3 - Officers shall become members of this Association upon election to office. 107.4 - The Association Board of Directors shall be comprised of: a. the following, who each may not hold, at the same time, any other of these seats: i. The four officers identified above. ii. Eight members elected at the AGM for a two-year term, four elected in even numbered years and four elected in odd numbered years. b. the following positions are ex-officio board members except if the individual is also holding a director seat listed above. i. The current Executive Director ii. The immediate past President iii. The AYSA District Commissioner(s) from the Fairbanks district who shall be elected at the AGM in even numbered years. iv. The allowable number of AYSA Members at Large from the Fairbanks district who shall be elected at the AGM in years alternate to those for elections for the AYSA District Commissioner. 107.5 - No member of the Board of Directors may have more than one vote regardless of the number of seats held by that member. 107.6 - The Officers and Board members shall assume their duties at the end of the AGM. 107.7 - Regular Meetings of the Board of Directors shall be held at a time and place to be determined by the Board at its first meeting after the AGM. 107.8 - Special Meetings of the Board may be called by the President or two members of the Board. Notice of all meetings shall be provided to all the Board members at least 48 hours prior to the time of the commencement of the meeting. In an emergency, this notice provision may
be waived by unanimous consent of all members of the Board, even if obtained separately from each member via electronic means or personal interview. 107.9 - No Officer of the Board may serve as a member of the Executive Board of any affiliated organization or association. 107.10 - The Board may require the Treasurer to provide an account of all his or her transactions as Treasurer and of the financial statements and condition of the Association. The Board may also require that the books and accounts of the Association be audited. 107.11 - A member, officer, or director may resign at any time by giving written notice to the Board of Directors, to the President, or to the Secretary of the Association. The resignation shall take effect, without requirement for acceptance, upon receipt of the notice unless it specifies otherwise. 107.12 - Members of the Board of Directors are expected to attend the regular and special meetings of the Board. If a member does not attend either in person or by proxy, two consecutive meetings, or if the member does not attend, or attends by proxy, four meetings in any 12-month period, the member may be deemed disqualified to serve on the Board, and the vacancy shall be filled as outlined herein. 107.13 - Any appointed or elected member of the Board of Directors may, upon a two thirds (2/3) majority vote of the Board of Directors, be suspended, removed from office, or expelled from the Association, for actions which tend to injure the good name of the Association, disturb its well-being or hamper it in its work. Such sanctions shall be under the jurisdiction and processes of the Disciplinary Committee as outlined herein. 107.14 - If a vacancy exists because of death, resignation, removal, or disqualification of a director, the vacancy shall be filled by a two-thirds (2/3) vote of the remaining directors. Where practical, prior notice of this vote shall be provided to the members of the association. A director so appointed shall serve for the unexpired term of his/her predecessor in office. 107.15 - Directors shall serve without compensation for their services. However, nothing herein shall be construed to preclude any member of the Board from serving FYSA in any other capacity provided that the value of any compensation provided to that member by FYSA or its contractors or agents in any one year does not exceed $2,000. 108 - DUTIES OF OFFICERS 108.1 - The President shall have the following duties: a. Preside at all meetings of the Association, the Board of Directors and the Executive Board and provide a written agenda for all such meetings. b. Serve as an ex-officio member of all committees appointed by the Board of Directors. c. Insure that all policies and procedures of the Association and the Board of Directors are properly followed. d. Prepare an Annual Report on the activities of the Association for submission to AYSA within 90-days after the start of AYSA’s seasonal year.
e. Report the actions and policies adopted by the Board of Directors or their authorized representatives to the membership at least once each year at the AGM with notice and agenda of the meeting at least 15 days in advance of the meeting. f. In an emergency, to suspend temporarily the action of an employee or contractor, or to suspend a coach when such action is necessary to protect players from any form of abuse or when the actions of the coach are unlawful. Such emergency suspensions shall only be of the duration required to address the matter at a special meeting of the Board of Directors with the required 48-hour notice, which notice shall include the employee, contractor or coach so suspended. g. To have the general supervision and control of the employees and contractors of FYSA. h. Have such other powers and perform such other duties as may be specified by the Board of Directors or bylaws. In the absence of such specifications the President shall perform the duties provided for by law for non-profit corporations. 108.2 - The Vice President shall have the following duties: a. Serve as an aide to the President b. In the absence of the President, preside at meetings of the Association, the Board of directors and the Executive Board and provide a written agenda for such meetings. c. Administer and preside over all elections of the Association. d. Have such other powers and perform such other duties as may be specified by the Board of Directors or bylaws. In the absence of such specifications the Vice President shall perform the duties provided for by law for non-profit corporations. 108.3 - The Secretary shall have the following duties: a. Keep accurate written minutes of all meetings of the Association, Board of Directors and Executive Board, provide copies of such in a timely manner following each meeting, and be prepared to read the minutes of previous meetings at all regular meetings of the Board of Directors. b. Provide notices of all meetings. c. Have charge of and maintain the files and correspondence of the Association and, upon departure from office, provide all such information to the new secretary. d. Provide copies of the Association’s Articles of Incorporation, bylaws, policies, and procedures to Board members. e. Have such other powers and perform such other duties as may be specified by the Board of Directors or bylaws. In the absence of such specifications the Secretary shall perform the duties provided for by law for non-profit corporations. 108.4 - The Treasurer shall have the following duties: a. Keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Association, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital surplus and any other accounts. The books or accounts shall be open at all reasonable times to inspection by any director.
b. Oversee and be responsible for the deposit of all moneys and other valuables in the name of and to the credit of the Association with such depositories as shall be designated by the Board of Directors. c. Oversee and be responsible for the disbursement of the funds of the Association. All such disbursements must be by check bearing the signatures of at least two check signers, one of which would be the Treasurer or another officer of the Board of Directors in the Treasurer’s absence. d. Present a statement of the financial condition of the Association, listing all income and expenses for the Association Year, to be available to the Membership at the AGM. e. Present a financial report at each regular meeting of the Association and Board of Directors. f. Provide the most current annual financial statements of the Association to the President for submittal to the Secretary of AYSA within 90 days after the start of AYSA’s seasonal year. g. Have such other powers and perform such other duties as may be specified by the Board of Directors or bylaws. In the absence of such specifications, the Treasurer shall perform the duties provided for by law for non-profit corporations. 109 - EXECUTIVE BOARD 109.1 - The Executive Board shall consist of the Officers of the Association and one or more additional Directors selected by the President. 109.2 - The Executive Board may not take any action on behalf of the Board of Directors or the Association, except those actions authorized by the Board of Directors. 109.3 - The Executive Board may be convened to review and discuss confidential matters of the Association. 109.4 - The Executive Board shall prepare and submit to the Board for approval a recommended annual budget for the upcoming calendar year prior to the end of the calendar year. A final budget shall be approved by the Board no later than one month after the start of the calendar year. 110 - BOARD OF DIRECTORS MEETINGS 110.1 - Meetings of the Board of Directors are open to all members of the Association. 110.2 - The act of a majority of the Directors present at a meeting at which a quorum is present shall be an act of the Board of Directors. The President may obtain votes on an issue by email. In this case, only a majority vote based on the number of sitting Directors shall be an act of the Board of Directors. Documentation regarding any such decisions shall be included as a supplemental attachment to the minutes of the following regular meeting of the Board. 110.3 - A quorum shall consist of fifty-one percent (51%) of the Board members, excluding vacated positions.
110.4 - Directors may attend meetings telephonically provided that all members may hear and speak contemporaneously to all other members present. 110.5 - Directors may vote by proxy. All proxies must be in writing, signed by the absent director, and hand carried there from and given to the Presiding Officer at the start of the meeting. Proxies sent directly from the absent director to the secretary or Presiding Officer are acceptable. 110.6 - No director may vote on any matter before the Board, the approval or disapproval of which, presents a clear conflict of interest to the director. 111 - MEMBERSHIP MEETINGS 111.1 - The Annual General Meeting (AGM) of this Association shall be held prior to the last day of August for the purpose of electing Officers, members of the Board of Directors, and for the transaction of such other business as may come before the Membership. The Board of Directors may change the date of the AGM for good cause as determined by them provided 15 days notice of the rescheduled meeting is given to the Members by delivered notice or publication. 111.2 - Special meetings of the Membership may be called by the President or action of the Board upon not less than ten days notice. 111.3 - A quorum of the Membership shall consist of those Members present at the call to order of the meeting. 112 - COMMITTEES 112.1 - The Board of Directors and/or President may establish committees consisting of Directors or Members as they deem desirable and may prescribe their powers and duties, as long as they do not conflict with any Committee established under Section 112.1 or 113 of these bylaws. The Board and/or the President shall appoint and may remove the members of such committees. 113 - DISCIPLINARY COMMITTEE 113.1 - The Board of Directors shall appoint a standing Disciplinary Committee the members of which shall be: a. The President of the Board of Directors. b. Three additional volunteer members of the Board of Directors c. One member of the Association who is not a member of the Board of Directors. d. If any member of the standing Disciplinary Committee is the subject of a disciplinary matter, they shall be temporarily replaced on this committee by a member of a similar role, for the duration of the proceedings, as appointed by the Board of Directors. 113.2 - The Committee’s purpose will be to review all matters of discipline relating to Members of the Association in their actions both on and off the field, as players, coaches, officers, or Members of the Association, and make recommendations to the Board of Directors for appropriate disciplinary action.
113.3 - The Committee shall create and recommend for approval by the Board of Directors, policies relating to disciplinary matters of the Association. Such policies shall substantially conform to the Steps in a Fair Disciplinary Process as outlined in the current edition of Robert’s Rules of Order, these which shall serve in the absence of such written and adopted policies. 113.4 - Any appointed or elected member of the Board of Directors may be suspended, removed from office, or expelled from the Association, for actions which tend to injure the good name of the Association, disturb its well-being or hamper it in its work. Such sanctions shall be under the jurisdiction and processes of the Disciplinary Committee as outlined herein. 114 – APPEALS 114.1 - FYSA will provide equitable and prompt hearing and appeal procedures to guarantee the rights of individuals to participate and compete. Those procedures shall include that all grievances involving the right to participate and compete in activities sponsored by the Federation, AYSA and FYSA and its members may be appealed to AYSA’s and the Federation’s Appeals Committees that shall have the jurisdiction to approve, modify or reverse a decision. 115 – CONTRACTS 115.1 - The Board of Directors may authorize any officer or officers, agent or agents, in addition to the Officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of this Association, and such authority may be general or may be confined to specific instances. Unless so authorized by the Board of Directors, 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 for any purpose or to any amount. 115.2 - All contracts entered into by the Association shall be completed in accordance with the principles of good business practice and when applicable, with equal opportunity provided to affiliated teams, clubs and associations who are members of the Association. Contracts in excess of that amount set in the Policies of the Board of Directors shall be secured competitively. 116 - PARLIAMENTARY AUTHORITY 116.1 - The rules contained in the current edition of Robert's Rules of Order shall govern this association in all cases to which they are applicable and in which they are not inconsistent with these bylaws. 117 – AMENDMENTS 117.1 - These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by a two thirds (2/3) majority vote of those present at an annual or special meeting of this association provided there has been 15 days prior notification. 117.2 - All changes to these bylaws will be effective upon approval unless otherwise identified in the proposal.
104.4 - The FYSA shall maintain its tax exempt status under the Internal Revenue Code. 104.5 - The FYSA will not discriminate against any individual on the basis of race, color, religion, age, sex, sexual orientation or national origin. 104.6 - The FYSA shall adopt policies prohibiting sexual and physical abuse that meet certain minimum criteria established by the Federation. 104.7 - The FYSA will provide annually to AYSA copies of FYSA’s articles, bylaws, and other governing documents, submit changes to those documents to AYSA for approval not later than 90 days after adoption, and make copies of those documents available to its members. 105 - MEMBERSHIP 105.1 - FYSA shall be open to membership by any soccer players (including their parents or guardians), coaches, trainers, managers, administrators, and officials not subject to suspension under section 4 of Federation Bylaw 241, and to any amateur youth soccer organization in this district. 105.2 - No Member may hold more than one voting membership in FYSA. 105.3 - Voting Members shall consist of parents or guardians of a child registered with FYSA and other volunteers approved by the Board of Directors. A voting Member in good standing, as defined herein, may vote at all annual and/or special general membership meetings. All voting Members must have reached the age of 18. 105.4 - Associate Members. Any individual who is associated with or who participates in the activities of any affiliated league, association or club shall be an Associate Member of this Association. Associate Members have no voting privileges. 105.5 - Honorary and Sponsor Members. Those individuals who have promoted the goals and objectives of FYSA either through their actions or through significant material and and/or financial contributions to FYSA may be awarded honorary or sponsor membership by majority vote of the Board of Directors. Such members do not have voting privileges. 105.6 - Good Standing. Membership in good standing is maintained by payment of all dues and assessments and completion of all suspension periods levied by FYSA, AYSA and the Federation within the current Association year. Reinstatement for membership in good standing may be made by the Board of Directors upon payment of all outstanding obligations and completion of all suspension periods levied by FYSA, AYSA and the Federation. 106 – REGISTRATION 106.1 - FYSA shall register all of its players, coaches, teams, referees and administrators with AYSA at least once every year, and timely pay all dues and fees to AYSA. 106.2 - Requirements for Membership. A person will become a member of FYSA by: a. Submitting a completed registration form for themselves or for their child or the child for which they are the guardian; and
b. Agreeing to comply with and be bound by the provisions of FYSA Articles of Incorporation, bylaws and rules and regulations in effect at the time of the application including FIFA Laws of the Game and Rules of the United States Youth Soccer Association (USYSA). 107 - BOARD OF DIRECTORS AND OFFICERS 107.1 - General Powers. The affairs of this association shall be managed by its Board of Directors who shall be selected through an open and democratic election process. Directors shall be members of this association. 107.2 - The Officers of this association shall be a President, a Vice President, a Secretary, and a Treasurer, each elected during the Annual General Meeting (AGM) for a two year term as follows. a. President - elected in even numbered years b. Vice President - elected in odd numbered years c. Secretary - elected in even numbered years d. Treasurer - elected in odd numbered years. 107.3 - Officers shall become members of this Association upon election to office. 107.4 - The Association Board of Directors shall be comprised of: a. the following, who each may not hold, at the same time, any other of these seats: i. The four officers identified above. ii. Eight members elected at the AGM for a two-year term, four elected in even numbered years and four elected in odd numbered years. b. the following positions are ex-officio board members except if the individual is also holding a director seat listed above. i. The current Executive Director ii. The immediate past President iii. The AYSA District Commissioner(s) from the Fairbanks district who shall be elected at the AGM in even numbered years. iv. The allowable number of AYSA Members at Large from the Fairbanks district who shall be elected at the AGM in years alternate to those for elections for the AYSA District Commissioner. 107.5 - No member of the Board of Directors may have more than one vote regardless of the number of seats held by that member. 107.6 - The Officers and Board members shall assume their duties at the end of the AGM. 107.7 - Regular Meetings of the Board of Directors shall be held at a time and place to be determined by the Board at its first meeting after the AGM. 107.8 - Special Meetings of the Board may be called by the President or two members of the Board. Notice of all meetings shall be provided to all the Board members at least 48 hours prior to the time of the commencement of the meeting. In an emergency, this notice provision may
be waived by unanimous consent of all members of the Board, even if obtained separately from each member via electronic means or personal interview. 107.9 - No Officer of the Board may serve as a member of the Executive Board of any affiliated organization or association. 107.10 - The Board may require the Treasurer to provide an account of all his or her transactions as Treasurer and of the financial statements and condition of the Association. The Board may also require that the books and accounts of the Association be audited. 107.11 - A member, officer, or director may resign at any time by giving written notice to the Board of Directors, to the President, or to the Secretary of the Association. The resignation shall take effect, without requirement for acceptance, upon receipt of the notice unless it specifies otherwise. 107.12 - Members of the Board of Directors are expected to attend the regular and special meetings of the Board. If a member does not attend either in person or by proxy, two consecutive meetings, or if the member does not attend, or attends by proxy, four meetings in any 12-month period, the member may be deemed disqualified to serve on the Board, and the vacancy shall be filled as outlined herein. 107.13 - Any appointed or elected member of the Board of Directors may, upon a two thirds (2/3) majority vote of the Board of Directors, be suspended, removed from office, or expelled from the Association, for actions which tend to injure the good name of the Association, disturb its well-being or hamper it in its work. Such sanctions shall be under the jurisdiction and processes of the Disciplinary Committee as outlined herein. 107.14 - If a vacancy exists because of death, resignation, removal, or disqualification of a director, the vacancy shall be filled by a two-thirds (2/3) vote of the remaining directors. Where practical, prior notice of this vote shall be provided to the members of the association. A director so appointed shall serve for the unexpired term of his/her predecessor in office. 107.15 - Directors shall serve without compensation for their services. However, nothing herein shall be construed to preclude any member of the Board from serving FYSA in any other capacity provided that the value of any compensation provided to that member by FYSA or its contractors or agents in any one year does not exceed $2,000. 108 - DUTIES OF OFFICERS 108.1 - The President shall have the following duties: a. Preside at all meetings of the Association, the Board of Directors and the Executive Board and provide a written agenda for all such meetings. b. Serve as an ex-officio member of all committees appointed by the Board of Directors. c. Insure that all policies and procedures of the Association and the Board of Directors are properly followed. d. Prepare an Annual Report on the activities of the Association for submission to AYSA within 90-days after the start of AYSA’s seasonal year.
e. Report the actions and policies adopted by the Board of Directors or their authorized representatives to the membership at least once each year at the AGM with notice and agenda of the meeting at least 15 days in advance of the meeting. f. In an emergency, to suspend temporarily the action of an employee or contractor, or to suspend a coach when such action is necessary to protect players from any form of abuse or when the actions of the coach are unlawful. Such emergency suspensions shall only be of the duration required to address the matter at a special meeting of the Board of Directors with the required 48-hour notice, which notice shall include the employee, contractor or coach so suspended. g. To have the general supervision and control of the employees and contractors of FYSA. h. Have such other powers and perform such other duties as may be specified by the Board of Directors or bylaws. In the absence of such specifications the President shall perform the duties provided for by law for non-profit corporations. 108.2 - The Vice President shall have the following duties: a. Serve as an aide to the President b. In the absence of the President, preside at meetings of the Association, the Board of directors and the Executive Board and provide a written agenda for such meetings. c. Administer and preside over all elections of the Association. d. Have such other powers and perform such other duties as may be specified by the Board of Directors or bylaws. In the absence of such specifications the Vice President shall perform the duties provided for by law for non-profit corporations. 108.3 - The Secretary shall have the following duties: a. Keep accurate written minutes of all meetings of the Association, Board of Directors and Executive Board, provide copies of such in a timely manner following each meeting, and be prepared to read the minutes of previous meetings at all regular meetings of the Board of Directors. b. Provide notices of all meetings. c. Have charge of and maintain the files and correspondence of the Association and, upon departure from office, provide all such information to the new secretary. d. Provide copies of the Association’s Articles of Incorporation, bylaws, policies, and procedures to Board members. e. Have such other powers and perform such other duties as may be specified by the Board of Directors or bylaws. In the absence of such specifications the Secretary shall perform the duties provided for by law for non-profit corporations. 108.4 - The Treasurer shall have the following duties: a. Keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Association, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital surplus and any other accounts. The books or accounts shall be open at all reasonable times to inspection by any director.
b. Oversee and be responsible for the deposit of all moneys and other valuables in the name of and to the credit of the Association with such depositories as shall be designated by the Board of Directors. c. Oversee and be responsible for the disbursement of the funds of the Association. All such disbursements must be by check bearing the signatures of at least two check signers, one of which would be the Treasurer or another officer of the Board of Directors in the Treasurer’s absence. d. Present a statement of the financial condition of the Association, listing all income and expenses for the Association Year, to be available to the Membership at the AGM. e. Present a financial report at each regular meeting of the Association and Board of Directors. f. Provide the most current annual financial statements of the Association to the President for submittal to the Secretary of AYSA within 90 days after the start of AYSA’s seasonal year. g. Have such other powers and perform such other duties as may be specified by the Board of Directors or bylaws. In the absence of such specifications, the Treasurer shall perform the duties provided for by law for non-profit corporations. 109 - EXECUTIVE BOARD 109.1 - The Executive Board shall consist of the Officers of the Association and one or more additional Directors selected by the President. 109.2 - The Executive Board may not take any action on behalf of the Board of Directors or the Association, except those actions authorized by the Board of Directors. 109.3 - The Executive Board may be convened to review and discuss confidential matters of the Association. 109.4 - The Executive Board shall prepare and submit to the Board for approval a recommended annual budget for the upcoming calendar year prior to the end of the calendar year. A final budget shall be approved by the Board no later than one month after the start of the calendar year. 110 - BOARD OF DIRECTORS MEETINGS 110.1 - Meetings of the Board of Directors are open to all members of the Association. 110.2 - The act of a majority of the Directors present at a meeting at which a quorum is present shall be an act of the Board of Directors. The President may obtain votes on an issue by email. In this case, only a majority vote based on the number of sitting Directors shall be an act of the Board of Directors. Documentation regarding any such decisions shall be included as a supplemental attachment to the minutes of the following regular meeting of the Board. 110.3 - A quorum shall consist of fifty-one percent (51%) of the Board members, excluding vacated positions.
110.4 - Directors may attend meetings telephonically provided that all members may hear and speak contemporaneously to all other members present. 110.5 - Directors may vote by proxy. All proxies must be in writing, signed by the absent director, and hand carried there from and given to the Presiding Officer at the start of the meeting. Proxies sent directly from the absent director to the secretary or Presiding Officer are acceptable. 110.6 - No director may vote on any matter before the Board, the approval or disapproval of which, presents a clear conflict of interest to the director. 111 - MEMBERSHIP MEETINGS 111.1 - The Annual General Meeting (AGM) of this Association shall be held prior to the last day of August for the purpose of electing Officers, members of the Board of Directors, and for the transaction of such other business as may come before the Membership. The Board of Directors may change the date of the AGM for good cause as determined by them provided 15 days notice of the rescheduled meeting is given to the Members by delivered notice or publication. 111.2 - Special meetings of the Membership may be called by the President or action of the Board upon not less than ten days notice. 111.3 - A quorum of the Membership shall consist of those Members present at the call to order of the meeting. 112 - COMMITTEES 112.1 - The Board of Directors and/or President may establish committees consisting of Directors or Members as they deem desirable and may prescribe their powers and duties, as long as they do not conflict with any Committee established under Section 112.1 or 113 of these bylaws. The Board and/or the President shall appoint and may remove the members of such committees. 113 - DISCIPLINARY COMMITTEE 113.1 - The Board of Directors shall appoint a standing Disciplinary Committee the members of which shall be: a. The President of the Board of Directors. b. Three additional volunteer members of the Board of Directors c. One member of the Association who is not a member of the Board of Directors. d. If any member of the standing Disciplinary Committee is the subject of a disciplinary matter, they shall be temporarily replaced on this committee by a member of a similar role, for the duration of the proceedings, as appointed by the Board of Directors. 113.2 - The Committee’s purpose will be to review all matters of discipline relating to Members of the Association in their actions both on and off the field, as players, coaches, officers, or Members of the Association, and make recommendations to the Board of Directors for appropriate disciplinary action.
113.3 - The Committee shall create and recommend for approval by the Board of Directors, policies relating to disciplinary matters of the Association. Such policies shall substantially conform to the Steps in a Fair Disciplinary Process as outlined in the current edition of Robert’s Rules of Order, these which shall serve in the absence of such written and adopted policies. 113.4 - Any appointed or elected member of the Board of Directors may be suspended, removed from office, or expelled from the Association, for actions which tend to injure the good name of the Association, disturb its well-being or hamper it in its work. Such sanctions shall be under the jurisdiction and processes of the Disciplinary Committee as outlined herein. 114 – APPEALS 114.1 - FYSA will provide equitable and prompt hearing and appeal procedures to guarantee the rights of individuals to participate and compete. Those procedures shall include that all grievances involving the right to participate and compete in activities sponsored by the Federation, AYSA and FYSA and its members may be appealed to AYSA’s and the Federation’s Appeals Committees that shall have the jurisdiction to approve, modify or reverse a decision. 115 – CONTRACTS 115.1 - The Board of Directors may authorize any officer or officers, agent or agents, in addition to the Officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of this Association, and such authority may be general or may be confined to specific instances. Unless so authorized by the Board of Directors, 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 for any purpose or to any amount. 115.2 - All contracts entered into by the Association shall be completed in accordance with the principles of good business practice and when applicable, with equal opportunity provided to affiliated teams, clubs and associations who are members of the Association. Contracts in excess of that amount set in the Policies of the Board of Directors shall be secured competitively. 116 - PARLIAMENTARY AUTHORITY 116.1 - The rules contained in the current edition of Robert's Rules of Order shall govern this association in all cases to which they are applicable and in which they are not inconsistent with these bylaws. 117 – AMENDMENTS 117.1 - These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by a two thirds (2/3) majority vote of those present at an annual or special meeting of this association provided there has been 15 days prior notification. 117.2 - All changes to these bylaws will be effective upon approval unless otherwise identified in the proposal.
