As amended 10/10/02

BY-LAWS OF

BOW SOCCER CLUB, INC.

ARTICLE I - NAME

1.1 Name.  The name of this corporation shall be the Bow Soccer Club, Inc.

ARTICLE II - PURPOSES

2.1 Purposes.  The exclusive objects and purposes for which this corporation is established are: (i) to promote the game of soccer for the recreation of children residing in the State of New Hampshire, and (ii) to use and to exercise all powers conferred from time to time by the laws of the State of New Hampshire upon similar corporations, consistent with the provisions of the Articles of Agreement.

ARTICLE III – MEMBERS

3.1                        Qualification for Members.  For all purposes of membership in this corporation, a member shall be a coach of a soccer team which is registered as a participant in the Bow Soccer club.

3.2                        Initial Members.  From the inception of the corporation until its first annual meeting the members of the corporation shall consist of the coaches of all teams registered with the corporation including those registered as of the date of incorporation of the corporation.

3.3 Members of the Corporation.  From and after the first annual meeting, the members of the corporation shall consist of the coaches of all teams registered with the corporation for a particular competition year, having paid any and all registration fees and dues which may be promulgated by the Board of Directors for such competition year.  Such members shall be entitled to vote at all meetings of the membership during the year for which the registration is effective.  

3.4 Registration Fees and Dues.  The Board of Directors may establish from time to time reasonable registration fees, dues and other assessments or charges directly connected to the operation of the soccer program planned by the corporation.  Payment of such fees, dues and other assessments or charges can be a prerequisite to participation in programs sponsored by the corporation, upon such terms as shall be determined from time to time by the Board of  Directors. The registration fees, dues and other assessments or charges shall be reasonably designed to cover the overhead operating expenses of the organization, but shall not be established so as to generate any extraordinary or regular profit.

3.5 Voting.  There shall be one vote with regard to each member satisfying the requirements of this Article III as of the date upon which the vote is taken.  In all instances, a vote by a member shall be that cast by the member, as of the date of the vote, or such individual as may hold a written proxy from such member.

3.6 Termination of Membership.  Membership shall terminate upon the earlier of: (a) the expiration of ten (10) days after delivery of written notice by the President of the corporation, or designee, to a member that registration fees, dues or other assessments or charges are overdue; (b) receipt by the corporation of a written notice from a member that such member is withdrawing its membership or participation in the programs of the corporation; and (c) the suspension from competition of a member by the Board of Directors after having been found to have violated materially any of the rules of competition, codes of ethics, or rules and regulations applicable to competition sponsored by the corporation.

ARTICLE IV - MEETINGS OF MEMBERS

4.1 Annual Meeting.  The corporation shall hold an annual meeting of its members between November 1 and November 24 in each year, at a convenient hour and place designated by the Board of Directors to consider the annual reports of the President, Treasurer and others; to elect the Board of Directors; and to transact such other business as may properly come before the meeting.

4.2 Other Meetings.  Other meetings of the corporation members may be called at any time by the President, and must be called by the President on receipt of the written request of members of the Board of Directors constituting more than forty percent (40%) of the membership of the Board of Directors; or on receipt of the written request of members of the corporation constituting more than twenty-five percent (25%) of the then membership.

4.3 Notice of Meetings.  Notice of the time, place and purpose of each meeting of the corporation members shall be given by mail, telephone or electronic communications to each member, not less than fifteen (15) or more than forty (40) days before the meeting.

          4.4 Quorum.  At any meeting of the membership, twenty-five percent (25%) of the members, or four (4) members, whichever is the lesser, shall constitute a quorum.  In the absence of a quorum, or when a quorum is present, a meeting may be adjourned from time to time by a vote of a majority of the members present. No further notice is required for an adjourned meeting.

ARTICLE V - DIRECTORS

            5.1 Directors. The general management of all affairs of the corporation shall be vested in a Board of Directors composed of not less than three nor more than seven Directors. The initial number of Directors shall be established by the incorporators at the first meeting after incorporation, and such incorporators shall cause the selection of such initial Directors at such meeting. At all times a Director shall be elected for a two year term expiring at the end of the second annual meeting of the members after the meeting at which a Director was elected; provided, however, that the incorporators, at the first meeting after incorporation, shall designate terms of one year and two years for a portion of the initial Directors to insure that approximately one-half of the Directors shall have terms expiring at the end of the annual meetings in 1997 and 1998. The officers of the corporation shall also be directors.

          5.2 Annual Meeting.  The annual meeting of the Board of Directors shall be held immediately following the annual meeting of the membership to conduct such organizational business as may be appropriate to a newly elected Board of Directors, provided, however, that at such time the Board of Directors may vote to transact such business at another place and at another time, as the Board shall designate.

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5.3  Regular Meetings.  The Board of Directors at their annual meeting shall establish, and at any subsequent meeting may amend, a schedule of regular meetings of the Board of Directors for the period ending with the next annual meeting of the members.  No notice of such meetings shall be required; provided, however, that the minutes, setting forth the place, date and time of the regular meeting schedule as established by the Board of Directors are mailed or electronically transmitted to all Directors not less than ten (l0) days prior to the next regular meeting in question.

5.4  Special Meetings.  Special meetings of the Board of Directors shall be held upon the call of the President, or upon the written request of three or more Directors directed to the

Secretary. The President or requesting Directors shall specify the place, date and time of such meeting. The Secretary shall furnish the Directors with notice of the place, date and time of such meeting by written notice at least five (5) days prior to such meeting, mailed or electronically transmitted to the last known address or email address of the_. Directors on the records of the corporation.

5.5  Quorum and Voting.  At any meeting of the Board of Directors, the presence of a majority of the entire Board or Directors shall be necessary to constitute a quorum for the transaction of business. However, should a quorum not be present, a lesser number may recess the meeting to some further time, not more than seven days later. At all meetings of the Board of Directors, each Director shall have one vote.

5.6  Action by Consent.  Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a written consent to such action is signed by all Directors and such written consent is filed with the minutes of its proceedings, specifying the date as of which such action is considered to be effective.

5.7 Vacancies.  Any vacancy occurring in the Board of Directors by death, resignation or otherwise shall be filled in the same manner as the election of the incumbent before the vacancy occurred provided however, that vacancies in the Board of Directors may be filled by a majority vote of the Board until the next annual meeting.

5.8  Resignation.  Any Director may resign office at any time, such resignation to be made in writing and to take effect immediately without acceptance.

          5.9  Compensation.  The Directors shall be entitled to no direct compensation, but all out-of-pocket expenses incurred by such Directors may be reimbursed in such amounts and for such expenses as shall be determined by the Board of Directors from time to time.

5.10  Minutes of Meetings.  The Secretary shall insure that minutes of all meetings of the Board of Directors or Executive Committee shall be circulated to the Directors within a reasonable time after each such meeting.

ARTICLE VI - OFFICERS

6.1  Officers and Qualifications.  The officers of the corporation shall be a President, a Vice-President, a Secretary and a Treasurer, and such other officers as the Board of Directors may determine. No two offices may be held by the same person. The incorporators, at the first meeting after incorporation, shall elect the initial Officers.

6.2  Election.  All officers of the corporation shall be elected as follows:

The President, Vice President, Secretary and Treasurer shall be elected by the members at the annual meeting at which the prior officer's term shall expire. Each office shall be elected by a separate ballot. The candidates for each office shall include both those individuals nominated by the Nominating Committee provided for in Section 6.5 and those nominated from the floor at such annual meeting. Those candidates having a majority of all votes cast for an office shall be elected to such office; provided that if on any ballot one candidate does not have a majority of all votes, the candidate receiving the least number of votes shall withdraw and a revote shall be taken, such procedure to be repeated until one candidate has a majority of all votes cast for such office.

6.3  Term of Office.  All Officers shall hold office for a term of two years, expiring at the second annual meeting of the members at which their successors shall. have been elected and qualified. The incorporators, at the first meeting after incorporation, shall designate the terms of the initial officers and shall cause the selection of such initial officers.

6.4  Duties of Officers.  The duties and powers of the officers of the corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors:

A.  The President.  The President shall preside at all meetings of the members and the Board of Directors; shall be the chief executive officer of the corporation; and shall perform such other duties as may be assigned by the Directors.

B.  The Vice President/Field Coordinator.  The Vice President/Field Coordinator shall assume the duties of President in the event of the absence of the President or a vacancy in such office. Additionally, this officer will carry out the responsibilities designated to the corporation by the New Hampshire Soccer Association.

C.  The Secretary/Treasurer.  The Secretary/Treasurer shall attend all meetings of the membership and the Board of Directors, record all votes and the proceedings of the meetings in a book to be kept for that purpose. The Secretary/Treasurer shall give, or cause to be given, notice of all meetings of the membership and the Board of Directors shall perform such other duties as may from time to time be prescribed by the Board of Directors, under whose supervision the Secretary/Treasurer shall act. The Secretary/Treasurer shall also have the custody of the corporate funds and other valuable effects, including securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and credit of the corporation in such depositories as may from time to time be designated by the Board of Directors. The Secretary/Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at regular meetings of the Board, or whenever they may require it, an account of all transactions as Secretary/Treasurer and of the financial condition of the corporation.

D.  Other Officers.  Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.

6.5 Nominating Committee.  Each year, prior to November 1st, the Board of Directors shall select a Nominating Committee to nominate Directors and Officers to fill vacancies or expired terms which will occur at or prior to the next annual meeting of the members. The nominating committee shall nominate one individual for each position for which an election will beheld.

6.6 Vacancies.  All vacancies in any office, including that of an officer, shall be filled promptly by the Board of Directors, either at regular meetings or at a special meeting called for that purpose.        In the event that a vacancy in the office of an Officer shall have occurred with the remaining term being for at least one year beyond the next annual meeting, then such vacancy may be filled temporarily pursuant to the preceding sentence, subject to an election at the next annual meeting of the members to fill the remaining portion of the term of such office.

6.7  Compensation of Officers.  The officers shall be entitled to no direct compensation, but out-of--pocket expenses may be reimbursed upon the same terms as for Directors.

ARTICLE VII – INDEMNIFICATION

7.1  Right to Indemnification and Procedures.  This corporation shall indemnify any Director, officer or employee of this corporation against expenses actually and necessarily incurred by such Director, officer or employee in connection with the defense of any action, suit or proceedings, or in connection with any appeal therein in which such individual is made a party by reason of being or having been such Director, officer or employee, except in relation to matters as to which such individual shall be adjudged in such action, suit or proceeding, to be guilty of bad faith or willful misconduct. The corporation shall also reimburse any such Director, officer or employee for the reasonable costs of settlement of any such action, suit or proceedings if it shall be found by a majority of a committee composed of the Directors not involved in the matter in controversy (whether or not a quorum) that it was in the interests of this corporation that such settlement be made and that such Director, officer or employee was not guilty of bad faith or willful misconduct. Such rights of indemnification and reimbursement shall not be deemed exclusive of any other rights to which any Director, officer or employee may be entitled under any By-Laws, agreement or otherwise.

ARTICLE VIII – AMENDMENT

8.1  Method of Amendment.  These By-Laws may be altered or amended at any annual or special meeting of the Directors of this corporation, by a two-thirds vote of all of the Directors; provided, however, that notice of such amendment has been given in the call of the meeting,

Addendum to Bow Soccer Club By-Laws

Team/Club Structure

The Bow Soccer Club will provide an environment that will affirm the fun of all participants as its primary responsibility, striving to develop players in the fundamentals of soccer.  Furthermore, all participants of Bow Soccer Club, players, coaches and parents as representative ambassadors of our community will display honor, dignity, integrity and sportsmanship. To this end our club will abide by the following guidelines.

l.            All candidates wishing to participate in the Bow Soccer Club will attend age/grade specific tryouts including members previously rostered on a team prior to the start of the fall season. This includes any players recruited for a specific team as well.

2.            In the best interest of the player, all players selected by a team will be age/grade appropriate. Under certain circumstances the BSC Board of Officers will hear an argument on a case by case basis to determine eligibility.

3.             Teams represented by the Bow Soccer Club will be comprised of a minimum of 75% Bow residents. However, every effort will be made to attain 100% Bow participants.

   4.                        Coaches may recruit players for their respective teams, however, a coach/representative of the BSC may not petition/recruit a player rostered on another BSC team without the written consent of the other coach. Moreover, this transaction must be submitted for approval to the BSC Registrar utilizing the appropriate USYSA Transfer Form.

5.                        When double rostering a player, the secondary team must submit to the BSC Registrar the appropriate USYSA form endorsed and authorized by the primary teams coach/representative. Furthermore, double rostering must consider the best interest of the player.

6.             Teams representing the BSC and participating in the Granite State Youth Soccer League  will be coached by age appropriate licensed coaches.  Furthermore, only two (2) licensed coaches will be allowed to direct/coach a team during a league game from that team’s bench.  Any other individuals involved in the management of the team will be assigned to the parents sideline.

7.             All new coaches and teams not previously participating in the BSC must request membership approval from the Board of Officers.

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