East Fishkill Soccer Club Inc.
P.O. Box 249
Hopewell Junction, NY 12533
PENDING BYLAWS
Will Be Voted on July 22, 2026

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 non-voting 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 or main board members, shall be deemed voting members. of the respective program for which they volunteer. A Coach’s membership takes effect upon their satisfaction of the selection requirements for the respective program. A Board Member’s membership takes effect upon satisfaction and approval of a background check; and for coaches, a background check and any additional requirements need to be satisfied for position implementation. The membership remains in effect as long as the individual or 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, such as coaches or board 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 bylaws or the program specific 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.

The Board of Directors may remove, suspend, expel, restrict privileges, or otherwise take disciplinary action against any member or their guardian for: (a) violation of these Bylaws; (b) violation of any program-specific rules, policies, guidelines, or codes of conduct adopted by the organization; (c) failure to pay dues, fees, assessments, or other financial obligations as provided in Article IX; or (d) conduct that, in the reasonable judgment of the Main Board, is detrimental to the best interests of the organization as a whole, its mission, operations, programs, property, reputation, the safety, welfare, or enjoyment of its members, participants, volunteers, or paid staff.

Conduct subject to disciplinary action may include, but is not limited to, repeated disruptive behavior, harassment, intimidation, threats, abusive conduct or language, interference with the organization’s activities, violation of Board directives, conduct creating legal, financial, or reputational risk to the organization, or any other actions that materially impair the organization’s ability to carry out its purposes for its other members.

Prior to the imposition of any disciplinary action, the member shall be provided with written notice of the alleged violation or conduct  from the President of the Main Board. An opportunity for a hearing in accordance with Article V, Section VII, shall commence no later than two (2) weeks from the issued statements date. Following such hearing, the Board of Directors may, by a 2/3rds vote of the complete Board, determine whether disciplinary action is warranted and what action is appropriate under the circumstances. The Board’s decision shall be final unless otherwise required by applicable law or Board policy.

The Board’s determination shall be based upon its good-faith assessment of the facts presented and its determination of the best interests of the organization or members affected. The disciplinary measures available to the Board may include a written warning, probation, suspension of privileges, suspension of membership, removal from office or any committee positions, expulsion from membership, or any other reasonable sanction authorized by these Bylaws.

Section Four: Resignation

A member may resign by filing a written resignation with their program’s registrar, but such resignation shall not relieve such person of the obligation to pay any fees, dues or other charges therefore accrued and unpaid. This resignation notice does not require reimbursement of fees, unless noted by authorizing personnel (Program Specific Director, Treasurer, Vice President or President)

Section Five: Reinstatement

On a 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.

Section Seven: Removal of Directors for Nonattendance or Failure to Perform Duties

A Director may be removed from the Board of Directors for failure to fulfill the responsibilities of office. Grounds for removal shall include, but are not limited to:

1. Absence from three (3) or more regular or special meetings of the Board within any twelve (12) month period, or absence from two(2) consecutive meetings, without excuse approved by the Board; or
2. Failure to perform the duties and responsibilities of the Director’s position, committee assignments, or officer role in a manner that reasonably supports the mission, objectives, and needs of the organization and the individuals it serves, as determined by the Board of Directors.

Removal under this section shall require the affirmative vote of a majority of the Directors then in office, excluding the Director whose removal is being considered. The Director shall be provided written notice of the proposed removal at least ten (10) days prior to the meeting at which the vote will occur and shall be given an opportunity to address the Board before the vote is taken.

A vacancy created by such removal may be filled in accordance with the provisions of these Bylaws governing Board vacancies.

Article IV: Meeting of Members

Section One: Annual Meeting

The annual meeting of members shall be known as the Annual General Meeting (AGM) and will 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 in good club standing and without disciplinary actions against them.  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. A lead, or up to five (5) members, can be identified and act on behalf of those identified members within the special meeting.

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. A virtual meeting is also acceptable.

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 seven (7) 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-votes, shall be performed in accordance with Article IV Section II of these By Laws.

Section Six: Proxies

Voting by proxy is not allowed under any circumstances. All voting will be limited to the eligible voters present at the meeting. 

Section Seven: Electronic Voting

The Organization may conduct votes by electronic means, including email, secure online voting platforms, or other electronic communication methods approved by the Board of Directors. Any electronic vote shall be conducted in accordance with these Bylaws, the Organization’s policies and procedures, and all applicable laws and regulations. Electronic voting shall provide members entitled to vote with reasonable notice, an opportunity to cast their vote, and a method for verifying and recording the results. The Board or Election Committee will not share any personal information from the collection of votes out to the public but provide a reasonable result to its members. Votes cast electronically shall have the same force and effect as votes cast in person, provided that all requirements governing the vote are satisfied.

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 

The Board may, by a majority vote of the entire Board, modify the status of a Director to “Emeritus” Status when deemed to be in the best interests of the Organization or in order to support the addition of a new voting Director. An Emeritus Director whose voting status has been relinquished may continue to attend Board meetings, participate in discussions, serve in an advisory capacity, and otherwise contribute to the affairs of the Organization, but shall not be entitled to vote on matters before the Board or act in such capacity with members for the duration of such status. 

There shall be three definitions of directors:

1. Directors-at-large, presently are four in number who shall also be the president, vice president, treasurer, and secretary of the corporation. elected to support the organization as a whole.
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. to represent and act in support of the Intramural Program.
3. Director elected only by vote of members enrolled in the travel program namely, the travel program director and the travel registrar. to represent and act in support of the Travel Program.

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 position 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. 

Eligibility for Candidacy and Board Discretion

Only individuals who are members of the Organization in good standing shall be eligible to be considered for nomination or election to any position as a director or officer. For purposes of these Bylaws, “good standing” shall mean a member who is current for all required dues, fees, or assessments, and who has not been subject to disciplinary action or sanction by the Board as determined under the Organization’s rules and policies.

Nomination or candidacy for any elected position shall be subject to review and approval by the Board of Directors. The Board of Directors, by a majority vote of the entire Board, may determine whether a candidate meets the qualifications for service and may deny or disqualify candidacy if the Board determines that such individual does not meet the requirements of good standing or is otherwise not in the best interests of the Organization. Any such determination shall be made in accordance with these Bylaws and applicable policies and procedures. A written notice of decision is required within seven (7) days of submission of election intent. 

As a condition of eligibility to be nominated for, elected to, or serve in any position as a director or officer of the Organization, an individual must provide written consent to and successfully complete a background check conducted by a vendor or process approved by the Board of Directors. Failure or refusal to consent to a background check shall render the individual ineligible for candidacy or service.

The Board of Directors may establish standards for review of background check results and may, by majority vote, determine whether an individual is qualified to serve based on such results, consistent with applicable law and the best interests of the Organization. All background check information shall be treated as confidential and used solely for determining eligibility to serve in a leadership position within the Organization.

Section Four A: Regular Meetings

Regular meetings of the board shall be held at a minimum once each calendar month. The date will be determined by the president or secretary and concurred by the remainder of the board. The board may by resolution provide for additional regular meetings within the month

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. Committees, along with the members, can be assigned at any point within the year as determined by majority approval of the Board of Directors. The date of the meetings will be determined by the president and concurred by the remainder of the board or selected committees.

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 for 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.

When 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. In the event of a declared emergency as determined as appropriate by the Board President or by a majority of the Board, the requirement that all Directors be present may be waived. In such emergency circumstances, the Board may act with the number of Directors available, provided that the two-thirds (2/3) voting requirement of the entire Board is still satisfied and standard quorum is maintained.

Section Eight: Vacancies

Any vacancy occurring in the board of any office shall be filled pending the next annual meeting (AGM) 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. Any proxy representation is subject to the approval of the Board before voting rights will be administered.

Section Nine: Officers

Section Nine A: The President

The president shall preside at all meetings of the board and programs 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 attend all meetings and 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 Program Specific Directors (Travel Director, Intramural Program Director, etc.)

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. Program Directors are responsible for operational oversight only and do not exercise authority over Board governance unless explicitly delegated.

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.

Compensation for Separate Services

Nothing in these Bylaws shall preclude the Organization from compensating a director or officer for services provided in a capacity other than as a director or officer, provided that such services are outside the scope of their governance duties and are authorized in advance by a resolution of the Board of Directors. Any such compensation shall be reasonable, consistent with fair market value, and approved without the participation of the interested director or officer in the vote.

Gifts and Tokens of Appreciation

The Organization may provide nominal gifts, tokens of appreciation, support with program registration, or similar non-cash items to volunteers, members, or individuals providing services to the Organization as a gesture of appreciation. All such gifts shall be reasonable in value and consistent with the Organization’s budget and purpose, and shall not constitute compensation for services rendered. Any gifts shall be approved by three (3) Board of Directors prior to administration.

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. within the months of April or May, prior to the AGM in June of that year. 

The committee shall consist of five members, one being a director on the Main Board whose term of office is to expire the following June 30th not up for re-election that calendar year (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. 

The Committee shall consist of five (5) members.

One (1) member shall be a Director of the Main Board whose term is not standing for re-election in that calendar year. This member shall serve as Chair of the Committee.

The remaining four (4) members shall be voting members of the Committee and shall be individuals who are eighteen (18) years of age or older and in good standing with the Organization. These four (4) voting members shall be evenly divided into two (2) groups, consisting of two (2) members involved in the Intramural Program and two (2) members involved in the Travel Program.

The Board of Directors may, by majority vote, appoint any eligible individual meeting the requirements of this section to serve on the Committee, and may fill vacancies overriding the requirements as necessary to ensure the effective functioning of the Committee.

Section Two: Finance and Audit Committee Financial Oversight and Accounting (Audit Committee, if necessary)

The Board of Directors may retain a paid accountant or accounting professional to maintain the financial records of the Organization, working in coordination with the Treasurer. The Treasurer shall oversee financial reporting and shall present financial reports to the Board on a regular basis or as otherwise required by these Bylaws.

The Board of Directors shall retain ultimate responsibility for the financial oversight of the Organization, including review of financial statements and records.

If the Board determines that additional financial oversight is necessary due to concerns regarding the accuracy, completeness, or integrity of the Organization’s financial reporting, the Board may, by majority vote, establish a Finance and Audit Committee or other advisory committee for such purpose, and define the scope, duties, and duration of such committee.

The Board may also, at its discretion, engage an additional independent Certified Public Accountant to perform a compilation, review, or audit of the Organization’s financial statements, as appropriate. 

The board of directors shall appoint a finance and audit committee of three voting members who are not directors and they 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 occasions 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.

The Corporation may issue and maintain corporate credit cards for use in furtherance of its business purposes. The Board of Directors may authorize up to four (4) individuals to hold and use corporate credit cards at any given time. Authorized cardholders may include, but are not limited to, the President, Treasurer, and the Corporation’s designated accountant, provided that all such authorizations are approved by Board resolution.

All credit card use shall be limited to legitimate business expenses of the Corporation and shall be subject to review, oversight, and reconciliation by the Treasurer and/or other individuals designated by the Board. Credit cards may not be used for cash advances or personal expenditures.

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 and Fundraising

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.

The Board of Directors shall also have authority to approve, oversee, and conduct fundraising activities on behalf of the Corporation, including events, campaigns, sponsorships, and solicitation of donations, provided such activities are consistent with the purposes, policies, and best interests of the Corporation. The Board may establish policies governing fundraising methods, approval processes, and allocation of funds raised. 

Article VIII: Intentionally left blank General Authority and Operational Flexibility

The Board of Directors shall have authority to take any action not otherwise reserved to the members or prohibited by law or these Bylaws, as may be necessary or appropriate to carry out the purposes and operations of the Corporation. The Board may adopt, amend, or repeal policies, procedures, and operational guidelines governing the day-to-day administration consistent with these Bylaws to address operational matters, administrative needs, and program requirements.

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: Non-Resident 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 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.