Club By-Laws
As amended
10/10/08
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 nine 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.
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. In addition,
the Directors shall be entitled to team fee waivers, or a reduced
team fee as set by the Board of Directors, in recognition of their
volunteer service to the organization.
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 and team fee conditions
applied 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 Directors will hear an argument on a case by case basis to
determine eligibility.
3. Girls are encouraged to play on their gender
appropriate team (if available), however gender will not be a factor
in determining rosters for the boys teams.
4. 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. An exception
can be granted by the
BSC Board of
Directors under special circumstances where a lower percentage of
Bow players results in a higher number of rostered Bow players,
including creating viable teams.
5. 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 (or electronic) consent of the other coach.
Moreover, this transaction must be submitted for approval to the
BSC
Registrar utilizing the appropriate USYSA Transfer Form.
6.
Double-rostering
A.
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.
B.
Double rostering must consider:
-
the best
interest of the player,
-
the best interest of the teams involved,
-
other players affected by the availability, or
lack thereof, of roster spots.
C.
Designation of a primary team indicates that scheduling
conflicts between primary and secondary teams will be settled in
preference of the primary team.
D.
It is strongly encouraged that the age/gender appropriate
team be designated as primary.
E.
Proposals for double-rostering must be approved by the Board
of Director’s.
7.
Teams representing the
BSC
and participating in the Granite State Youth Soccer League will be
coached by at least one age appropriate licensed coach.
Furthermore, only two (2) 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 parent’s sideline.
8. All new coaches and
teams not previously participating in the
BSC
must request membership approval from the Board of Directors.
BSCBylaws2008.doc
