IRONDEQUOIT SOCCER CLUB, INC.

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IRONDEQUOIT SOCCER CLUB, INC. CONSTITUTION & BY - LAWS

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NAME OF CLUB a. The name of the club shall be the Irondequoit Soccer Club, Incorporated. b. The principal offices of the Club shall be located in the Town of Irondequoit, County of Monroe, and State of New York. PURPOSE OF THE CLUB a. The primary purpose of the Irondequoit Soccer Club is to teach the game of soccer with the widest possible involvement of Irondequoit and surrounding communities' youth and adults through active participation in organized play and instruction.

MEMBERSHIP a. All classes of club membership shall begin on September 1 and end on August 31 of the next year. b. The club shall be composed of Family, Individual, And Coaching members c. A Family Membership is granted to the adult parent(s) of a minor child registered in one of the Club’s programs. A Family Membership fee shall be established each year by the Board of Directors and to be paid as part of the registration fee of a minor child in one of the Club’s programs. Family Members shall have one vote per family at all General Membership meetings and shall have the right to sit on committees and the Board of Directors. d. An Individual Member is an individual providing an active working, non-coaching volunteer role or a sponsor in good standing who supports the purpose of the Club. Each Individual member shall have the right of one vote at General Membership meetings and shall have the right to sit on committees and the Board of Directors. e. A Coaching Member is one who does not necessarily meet the qualifications for membership in the other two categories but through commitment and time serving the Club’s purpose as a coach, is entitled to vote at General Membership meetings and shall have the right to sit on committees and the Board of Directors. f. Individual & Coaching Membership – Membership shall be granted by the approval of the Board of Directors, by majority vote, on an annual basis. Individual and Coaching Membership fees shall be established by the Board of Directors each year. g. A member may have more than one vote at the General Membership meeting, should he or she provide multiple roles within the club. The member shall have one vote per active role, as indicated above. NON-DISCRIMINATION POLICY a. This Corporation shall not discriminate against any individual on the basis of race, color, age, sex, religion, national origin, or sexual orientation.

POLICIES AGAINST ABUSE a. The Corporation shall, promptly upon adoption of the bylaws amendment incorporating this provision, adopt policies prohibiting sexual and physical abuse, which policies shall meet and be maintained to conform with minimum criteria established by the Federation, except to the extent that such conformity would affront state or local legal requirements to which the Corporation is subject. b. Risk Management Policy. The Corporation has comprehensive and detailed Risk Management documentation, processes and procedures in place to help ensure the safety of the membership's

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youth players. This is accomplished through thorough background checks of all adults including Coaches, Assistant Coaches, Manager's, and etc. that come in contact with the youth players. c. In addition, every possible measure is taken to protect the privacy of any individual that is subjected to the Risk Management approval process. All Risk Management documentation and files are retained in secure cabinets and computers within the confines of the NYSWYSA State Office under the supervision of the NYSWYSA State Office Operations Manager. d. Recognizing the importance of its membership understanding the various aspects of Risk Management, the Corporation offers free educational presentations to any affiliated organizations. DIRECTORS a. The Club shall be governed by a Board of Directors of not less than (9) and not more than (17) persons elected by the membership. Each Board Member shall be an Officer of the Club. The Board of Directors shall be considered a “Working Board” in that each Director will either head a committee and/or be personally responsible for a task that is important to the club’s success. The Board of Directors shall establish the roles of the At-Large Directors. b. The number of Directors shall be determined by a majority vote of a fully constituted Board of Directors or by petition of the General Membership and voted upon at any General Meeting of Members and by a plurality of votes where a quorum exists. c. The Board of Directors shall consist of at minimum the following positions: i. President ii. Vice President Recreational Soccer iii. Vice President Travel League iv. Secretary v. Treasurer vi. Immediate Past President vii. 3 At Large Directors d. The Executive Board Shall Consist of the President, Vice-President Recreational Soccer, VicePresident Travel League, Secretary, and Treasurer. e. Term of office and term limitations of each Director shall be: i. President – 2 Year term ii. Vice President Recreational Soccer – 2 Year term iii. Vice President Travel League – 2 Year term iv. Secretary – 2 Year term v. Treasurer – 2 Year term vi. Immediate Past President – The Immediate Past President’s term ends when the current President’s term ends and becomes an Immediate Past President. vii. At-Large Directors – 1 Year term with no limit to consecutive terms or total terms. viii. A person, who serves the Club in an elected position may serve the Club with no limitation to the number of consecutive or total terms. f. The Members of the Club shall elect Directors for their stated term and that term shall begin on September 1 and end on August 31 of the year in which their term expires. g. All Directors must be a member in good standing before they can take office. h. The duties of the board members shall be: i.

PRESIDENT 1. The president shall be the Chief Executive officer of the Club and shall be responsible for upholding the Club’s Constitution and supervising the duties of the other officers. 2. The President shall preside at all General Membership and Executive Board meetings

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The President shall appoint standing and special committees to carry out the business of the Club and shall be a member –ex-officio of these committees with the right to vote. In the event of a tie vote, the President’s vote will act as a tiebreaker.

VICE-PRESIDENT FOR RECREATIONAL SOCCER 1. The Vice President for Recreational Soccer shall be the first Vice President to act as President in the event of the absence or incapacity of the president to perform. 2. The Vice President for Recreational Soccer shall be responsible for the organization of all recreational soccer programs.

VICE-PRESIDENT FOR TRAVEL LEAGUE 1. The Vice President for Travel League shall be the second Vice President in the event of the absence or incapacity of the president and First Vice President to perform. 2. The Vice President for Travel League shall be responsible for the organization of the Travel program. SECRETARY 1. The Secretary shall record and distribute an accurate and true set of minutes of all Executive Board, Board of Directors and General Membership meetings. 2. The Secretary shall be responsible for the maintaining a record of all correspondence pertaining to the business of the Club. TREASURER 1. The Treasurer shall administer the Club’s treasury and submit monthly financial statements to the Executive Board, Board of Directors and at General Membership meetings. 2. The Treasurer shall sign and prepare for countersignature all checks by the President or Vice President for Recreational Soccer, except for checks electronically distributed directly from one of the League accounts. In the event of the absence of the Treasurer, checks must bear the signature of both the President and the Vice President. 3. The funds, books and vouchers in the treasurer’s hands shall at all times be under the supervision of the Board of Directors and subject to its inspection, control and annual audit. 4. At the expiration of Treasurer’s term of office, the Treasurer shall turn over all books, monies, and other property to the club’s newly elected Executive Board.

i. Resignation, Removal and Appointment of Directors 1. Resignation: Any board member intending to resign from their position during their current turn must do so with 6 months notice. The notice shall be served to the President or the Secretary of the Club. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such Officer, and the acceptance of the resignation shall not be necessary to make it effective. During the 6 month notice period, the board member shall recruit and mentor a replacement candidate. 2.

Removal: any Director absent from two successive meetings without satisfactory reason shall forfeit his/her position as a member of the Board. Any Director may be removed with or without cause by a majority vote of the Members at any General Meeting of Members where a quorum exists.

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Appointment: In the event a vacancy occurs on the Board of Directors for any reason, the Board of Directors shall appoint a member in good standing to fill the vacant position. The appointee shall serve until the next election of the Officers.

COMMITTEES a. The Club’s Board of Directors shall approve and appoint Standing or Ad-Hoc committees to carry out the purpose and programs of the Club. Each Committee will report to a named Board of Directors member. b. The Club’s Board of Directors shall approve the appointment of all coaching and training staff and any other servants or agents it deems necessary for the efficient operation of the club. c. Detailed Duties of the Board Members are described in “Position and Descriptions of Duties” for the Irondequoit Soccer Club, Incorporated. ELECTIONS a. The Executive Board shall be elected by secret ballot at the annual meeting of the General Membership during the month of July or at such time the Board determines prior to the end of the Club year which will be August 31. b. All Members in good standing and are members as of May 1 st of the current year shall have the right to vote. c. The election of the Club Officers shall be supervised and conducted by at least two independent members designated for that purpose by the current Board of Directors.

MEETINGS a. The Annual election of Officers by the General Membership shall be held during the month of July, or at the most practical time prior to the end of the Club year, at which the Club Officers for the next year shall be elected and other pertinent business, if any, shall be conducted. b. All members in good standing shall be entitled to attend and vote at all General Meetings. c. A quorum at a General Membership meeting shall consist of one-tenth of the members or One Hundred (100) members, whichever is smaller. d. The President or Vice-President shall call Executive Board or Board of Directors meetings as required to attend to the business of the Club. A quorum of two-thirds of the fully constituted Board shall be necessary to conduct business at an Executive Board or Board of Directors meeting. CLUB YEAR

a. The fiscal and program year of the Club shall be September 1 of the current year and end on August 31 of the next year. CLUB FINANCES

a. No financial commitments may be made by a member of the Board of Directors or General Membership without approval of the Board of Directors. The President, however, shall have a discretionary fund that may be spent on behalf of the Club without Board Approval. The amount of the fund shall be established each year as part of the Annual Budget and shall be no less than $500.

b. The Club’s Board of Directors, upon receipt of budget requests and schedules from the appropriate Board Members and Committees, shall determine the extent of the Club’s soccer and social programs and shall formulate an Annual Club Budget for these programs each year. The

Programs and budget shall be distributed to the General Membership for review prior to the Board of Director’s vote and approval of the annual budget.

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c. The Club’s Annual Budget will be approved by the Board of Directors at a designated regularly scheduled Board meeting with notice of this meeting being made to the General Membership at least ten (10) days prior to the meeting date. The Annual Club Budget shall be ratified by the Board of Director prior to October 1st of the current Club Year. No financial Commitments greater than the previous year’s actual expenditures shall be made by the Board of Directors or any other Officer or Director until an Annual Budget has been approved by the Board of Directors for the current Club Year. TAX-EXEMPT STATUS a. The Corporation shall at all times maintain its tax-exempt status under the Internal Revenue Code. AMMENDMENTS

a. This Constitution may be amended or altered, in whole or in part, by two-thirds vote at a regular or special meeting of the General Membership, provided notice is given to the General Membership at least ten (10) days prior to the meeting at which the change is to be voted upon. Such change may be submitted by the Executive Board or by a duly designated committee, or by petition of ten percent of the General Membership.