Bylaws
East Fishkill Soccer Club Inc.
P.O. Box 249
Hopewell Junction, NY 12533
BYLAWS
Revised 6/9/2013
Introduction
By-laws are rules adopted by an organization for the government of its members and the regulation of its affairs.
Article I: Purposes
This club is organized and operated exclusively to explain to adults and children the rules and techniques of soccer; to organize and coach teams in order that playing skills may be developed; to provide recreation and the rewarding experiences which team play affords; to increase knowledge and awareness of the game on the part of the players, their families and friends; to instill the ideals of sportsmanship in the players, the spectators and the coaches.
The club works with and receives some support from the town of East Fishkill. It intends to meet some of the recreational needs of the townspeople. The club is charitable in nature. It does not discriminate against any person on the basis of sex, race, color or religion. No part of the net earnings, if any, of the club will inure to the benefit of any individual nor will the club be operated in contravention of any federal, state or local law.
Article II: Offices
Section One: Principal Office
The principal office of the corporation shall be located in the town of East Fishkill, county of Dutchess and state of New York.
Article III: Members
Section One: Classes of Members
All applicants shall be deemed to be members upon their completing and signing the applicable registration form(s) to be provided by the corporation and payment of the appropriate fees and dues
The corporation shall have four classes of members. The designation of such classes and the qualifications therefore shall be as follows:
1. Non-voting player members who shall be children Registered with the corporation and under the age of 18 years of age. The registration form of a nonvoting player member must be signed by a custodial parent or other adult having legal responsibility for the child.
2. Voting player members shall be persons eighteen years of age or older
3. Parents or legal guardians of Non-Voting members shall be deemed members on behalf of their child upon successful completion of the application form and submission of all fees and dues.
4. Other Members, which include Coaches, assistant coaches, intramural program committee members, travel program committee members and main board members, shall be deemed voting members of the respective program for which they volunteer. Coach’s membership takes effect upon their satisfaction of the selection requirements for the respective program. The membership remains in effect as long as the volunteer remains in good standing.
Each member shall be enrolled in either, or both, of the corporation’s two programs, namely, intramural and travel. Each member shall be required to register annually and provide a current valid electronic address for means of club communications.
Section Two: Voting Rights
1. Non-voting player members shall be entitled to one vote on each matter submitted to vote of the members, cast by their parent or legal guardian on their behalf.
2. Voting player members shall be entitled to one vote on each matter submitted to vote of the members.
3. Other Members shall be entitled to one vote on each matter submitted to vote of the members for the respective program for which they volunteer. IF the Other Member is entitled to a vote as a parent of a Non-Voting Member, or is entitled to a vote as a Voting Player Member, then the Other Member is NOT entitled to an additional vote for his/her volunteer or elected position.
Section Three: Disciplinary Action of a Member
The board of directors may remove, suspend, expel or take disciplinary action against a member for violation of the program rules and guidelines after an appropriate hearing and in accordance with Article V, Section VI. Disciplinary action may be taken by the board of directors of any member who shall be in default in payment of fees or dues for the period fixed in Article IX.
Section Four: Resignation
A member may resign by filing a written resignation with the registrar, but such resignation shall not relieve such person of the obligation to pay any fees, dues or other charges therefor accrued and unpaid.
Section Five: Reinstatement
On written request signed by a former member and filed with the registrar, the board of directors, by vote in accordance with Article V Section VI, may reinstate such former member to membership on such terms as the board may deem appropriate.
Section Six: Transfer of Membership
Membership in this corporation is not transferable.
Article IV: Meeting of Members
Section One: Annual Meeting
The annual meeting of members shall be held in the month of June each year for the purpose of electing directors and officers to the corporation and for the transaction of such other business as may come before the meeting.
Section Two: Special Meetings
Special meetings of members may be called by the president, by the board of directors or by not less than ten percent of the voting members. Voting members must submit a written petition containing the signatures of not less than 10 percent of the member votes to the President or the board of directors.
Section Three: Place of Meeting
The board of directors may designate any place within the town of East Fishkill as the place of meeting for the annual meeting or for any special meeting called by the president or by the board. If a special meeting is called by members, the place of meeting shall be within the town of East Fishkill.
Section Four: Notice of Meetings
Electronic notification stating the place, day and hour of any meeting of members shall be delivered to each member via electronic transmission consistent with member provided electronic contact information, not less than ten days nor more than fifty days before the day of the meeting, at the direction of the president or the board of directors. In case of a special meeting, or when required by law or these by-laws, the purpose(s) for which the meeting is called shall be stated in the notice. If electronically transmitted, the notice of a meeting shall be deemed to be delivered when transmitted to the member at his or her electronic address as it appears on the records of the corporation.
Section Five: Quorum
The presence of fifty (50) member votes, or of one-tenth of the total number of member votes, whichever is the lesser, shall constitute a quorum. If a quorum is not present then the vote of the members shall be deemed invalid. Rescheduling of the meeting, and any subsequent re-vote, shall be performed in accordance with Article IV Section II of these By Laws.
Section Six: Proxies
Voting by proxy is not allowed. All voting will be limited to the eligible voters present at the meeting.
Article V: Directors and Officers
Section One: General Powers
The affairs of the corporation shall be managed by its board of directors. Directors shall be members of the corporation.
Section Two: Number of Directors; Officers
The number of directors may be increased or decreased by vote of a majority of the entire board provided, however, that the total number of directors shall always be an odd number but never less than five. No decrease in number shall shorten the term of an incumbent director.
There shall be three definitions of directors:
1. Directors-at-large, presently four in number who shall also be the president, vice president, treasurer, and secretary of the corporation.
2. Directors elected only by vote of members enrolled in the intramural program namely, the intramural developmental director, the intramural program director, and the intramural registrar.
3. Director elected only by vote of members enrolled in the travel program namely, the travel program director and the travel registrar.
Section Three: Election, Tenure, and Qualifications
All directors, and director-officers, shall be elected for two year terms. They will hold office from July 1st next following the meeting through the second following June 30th.
All members interested in running for a director’s positions must submit one week (7 days) prior to election an electronic notification of intent to run to a member of the re—election committee. If any position has no nominees at the time of election then the Main Board will decide what course of action to take to fill the open position.
Section Four A: Regular Meetings
Regular meetings of the board shall be held once each month. The date will be determined by the president and concurred by the remainder of the board. The board may by resolution provide for additional regular meetings.
Section Four B: Organizational Meetings
An organization meeting of the board shall be held once per year in July to install new board members and assign committee members for the year. The date will be determined by the president and concurred by the remainder of the board.
Section Five: Special Meetings
Special meetings of the board may be called by or at the request of the president or of any two directors. The reason of persons calling the meeting shall give electronic notice one week prior to the date of the meeting, unless a shorter period is agreed to by all the directors or officers, which notice shall state the purpose of the meeting. The electronic notification shall state the place, day and hour of the meeting and shall be delivered to each director or officer via electronic transmission consistent with director or officer provided electronic contact information.
Section Six: Quorum
The presence of two-thirds of the entire board shall constitute a quorum for the transaction of business at any meeting of the board, but if less than a quorum is present a majority of the directors in attendance may adjourn the meeting from time to time without further notice.
Section Seven: Manner of Acting
The act of a two-thirds majority of the board present at a meeting at which a quorum is present shall be the act of the board of directors unless the act of a greater number is required by law or by other provisions of these by-laws.
Where voting is in regards to termination or reinstatement of a member, all board members must be present and a two-thirds majority vote shall be the act of the board of directors.
Section Eight: Vacancies
Any vacancy occurring in the board of any office shall be filled pending the next annual meeting of members by affirmative vote of the remaining directors. If at the time of the next annual meeting there remains an unexpired balance of term, the membership shall then elect the successor, whether appointed by the board or elected by the membership.
If a vacancy is created by an increase in the number of directors, the board shall fill that vacancy only until the next annual meeting.
If the position of director of either program becomes vacant, the remaining members of the program committee will assume the administrative duties of the director and will provide a representative to vote on behalf of the program at meetings of the board of directors until such time as an interim program director is appointed by the program and approved by the board.
Section Nine: Officers
Section Nine A: The President
The president shall preside at all meetings of the board and shall act as chairman at, and call to order, all meetings of members. He or she shall be the principal executive officer of the corporation and shall perform all duties incident to the office of president.
Section Nine B: The Vice President
The vice president shall perform the duties of the president in the latter’s absence, inability or refusal to act. The vice president can also perform duties as directed by the board.
Section Nine C: The Treasurer
The treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation, shall receive and give receipts of all moneys due the corporation from whatsoever source, and shall deposit and maintain all such moneys and securities in the name of the corporation in such bank or banks as are selected by the board of directors.
Section Nine D: The Secretary
The secretary shall keep the minutes of all meetings of members and of the board of directors, shall give all notices required by law or these by-laws, be custodian of corporate records and the corporate seal.
Section Nine E: The Intramural Registrar
The registrar shall keep a register of names and addresses of members by class and by program. Provide and maintain all records required by league affiliation.
Section Nine F: The Travel Registrar
The registrar shall keep a register of names and addresses of members by class and by program. Provide and maintain all records required by league affiliation.
Section Nine G: The Intramural Developmental Director, the Intramural Program Director and the Travel Program Director
The program directors shall preside at all meetings of their respective program committees and assure the operation of their programs as defined in that program’s rules and guidelines.
Section Ten: Compensation
Directors and officers shall not receive any compensation for services as such, but by resolution of the board a director or officer may be indemnified or reimbursed for expenses and costs, including attorney’s fees, actually and necessarily incurred by him or her in connection with attending to the business of the corporation or in connection with any claim asserted against him of her in litigation or otherwise by reason of being or having been a director or officer, except, however, in relation as to which he or she was guilty of negligence or misconduct in respect of the matter or which indemnity or reimbursement is sought.
Article VI: Committees
Section One: Election Committee
An election committee shall be appointed by the board of directors each year at the organizational meeting to serve until the following annual meeting of members.
The committee shall consist of five members, one being a director whose term of office is to expire the following June 30th (who shall serve as chairman) and four voting members, two of whom shall be enrolled only in the intramural program and two whom shall be enrolled only in the travel program.
Section Two: Finance and Audit Committee
The board of directors shall appoint a finance and audit committee of three voting members who are not directors and shall designate the chairman. Such committee shall serve from date of appointment until the next annual meeting of members and shall meet quarterly or from time to time as designated by the chairmen to review the finances of the corporation. Every two years the finance and audit committee shall commission an outside certified public accountant to perform, at a minimum, a compilation of the corporation’s financial statements with a review occurring every 5 years.
Section Three: Other Committees
The board of directors may from time to time designate such other committees, and chairman thereof, as they deem useful or appropriate to for such purpose and terms as the board may direct. Although it is anticipated that normally committee members will be voting members of the corporation, there may be occasion when the board will find it appropriate to appoint nonvoting player members or non members as committee members and they are hereby authorized to do so.
Article VII: Contracts, Checks, Deposits and Funds
Section One: Contracts
The board of directors must authorize any officer of officers, agent or agents, of the corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of the corporation or on its behalf, and such authority may be general or confined to specific instances.
Section Two: Checks, Drafts or Orders of Payment
All checks, drafts or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer, officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors.
In the absence of such determination by the board of directors, such instruments shall be signed by the treasurer and countersigned by the president of the corporation.
Section Three: Deposits
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the board of directors may select.
Section Four: Gifts
The board of directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes, or for any special purpose, of the corporation.
Article VIII: Intentionally left blank
Article IX: Fees and Dues
Section One: Annual and Special Fees and Dues
The board of directors may from time to time fix annual fees, special fees, dues and other charges payable to the corporation by the members.
Section Two: Current Schedule of Annual and Special Fees and Dues
1. The annual registration fees payable by or on account of a player member enrolled in the intramural program shall be set by the intramural program committee with concurrence of the board of directors. The annual registration fees payable by or on account of a player member enrolled in the travel program shall be set by the travel program committee with concurrence of the board of directors.
2. An additional late registration fee is payable by or on account of a player member who registers after the scheduled registration dates. Late fees will be set by the board of directors.
3. Registration fees are payable at the time of registration.
Section Three: nonresident Fee
Nonresidents of the town of East Fishkill, Dutchess County, New York, shall be subject to such additional fees of dues as may be fixed by the board of directors.
Section Four: Default and Termination
When a member of any class is in default in the payment of any fees or dues for a period of one month, the board of directors may terminate his or her membership as provided in Article III.
Article X: Miscellaneous
Section One: Fiscal Year
The fiscal year of the corporation shall begin on the 1st day of July and end on the last day of June in each year unless otherwise determined by a majority vote of the board of directors per Article V Section VI. Any approved changes to the fiscal year must conform to applicable accounting standards and comply with all local, state and federal laws regarding submission of annual financial statements and tax reports.
Section Two: Corporate Seal
The corporate seal shall be like of very similar to that embossed in the space below.
Section Three: Waiver of Notice
Whenever any notice is required to be given by the provisions of the New York not-for-profit corporation law, the certificate of incorporation of the by-laws of the corporation, a waiver thereof in writing signed by the persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article XI: Amendments
Section One: Amendments
The by-laws of this corporation may be amended, repealed, superseded or otherwise modified by the vote of two-thirds vote pursuant to Article IV Section V, provided however, that the notice of meeting containing the text of the proposed change or changes and a statement of the purpose or purposes thereof be submitted electronically to the members one month in advance indicating the time and place which the meeting and voting will occur.