FALL RIVER YOUTH SOCCER ASSOCIATION, INC.
Section 1. This Corporation shall be called Fall River Youth Soccer Association, Inc. The competitive branch of the above named Corporation shall be called Fall River United.
PURPOSES AND POWERS
Section1. The purposes of the corporation are directed exclusively for charitable and educational activities, as follows:
a) To develop and promote a soccer program for the youth of Fall River through a medium of supervised soccer programs guided and governed by these By-Laws, Rules of Play and Policy Manual.
b) To implant in the youth of the community the ideals of good sportsmanship, fair play, and honesty for the betterment of their physical and social well being.
Section 2. In furtherance of its purposes, the Corporation shall have the powers specified in Section 9 of Chapter 156B of the Massachusetts General Laws (except paragraph (m) thereof), the power to carry on any activities in connection with any of its purposes, and all other powers conferred by the laws of Massachusetts upon non-profit corporations or business corporations formed under the General Laws of the Commonwealth of Massachusetts as amended from time to time, except for such powers as are prohibited by law to non-profit corporations. The Corporation may receive or acquire from any source whatsoever in trust or otherwise, by gift or will or otherwise, and hold cash, secretaries and real and personal property to the extent from time to time authorized by law; but no such cash, securities on property shall be acquired, received or accepted by gift, devise, bequest or otherwise if the acquisition, receipt or acceptance thereof is conditioned or limited in any manner that would require the disposition of the income or principal thereof in a manner inconsistent with purposes of the corporation.
Section 3. The corporation may make contributions, in such amounts as the directors determine to be reasonable for the welfare of the Fall River Community or for charitable, educational, scientific, civic, or other similar purpose.
Section 4. No part of the net earnings of the Corporation shall inure to the benefit of any member, trustee, director, officer of the corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation), and no member, trustee, officer shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the corporation.
Section 5. Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code or corresponding section of any future Federal Tax Code, or shall be distributed to the federal Government, or to state of local government for public purpose.
Section 6. No substantial part of the activities of the Corporation shall be carrying on propaganda or otherwise attempting to influence legislation (except as otherwise provided by Internal Revenue Code Section 501(h)), or participating in, or intervening in (including the publication or distribution of statement), any political campaign on behalf of any candidate for public office.
Section 7. Notwithstanding any other provision of these articles, the Corporation is organized exclusively for one or more of the following purposes: religious, charitable, scientific, testing for public safety, literary, or educational purposes, or to foster national or international amateur sports competition, as specified in Section 501(c)(3) of the internal Revenue Code of 1954, and shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1954.
Section 1. Membership is open to any parent or legal guardian who has a child registered in the soccer program, and any coach, assistant coach, referee, or league official regardless of whether he or she has a child in the program. All members shall adhere to the principals of the corporation.
Section 2. The Executive Committee of the Board of Directors may determine from time to time the amount and terms of any annual dues or other assessment payable to the corporation by Members.
Section 3. Each member shall be entitled to one vote on all matters brought before any meeting of members. All votes shall be in person and not by proxy.
Section 4. A member may be suspended for a period or expelled for cause, such as violation of any of the By-Laws or rules for the Corporation, or for conduct prejudicial to the best interest of the Corporation, by majority vote of the Executive Board, provided that a statement of the charges shall have been mailed by Certified Mail to said member at his last recorded address assured at least fifteen (15) days before action is taken thereon. The member shall be given an opportunity to present a defense to the proposed suspension or expulsion.
Section 1. Annual Meetings of Members. The members of the Corporation shall meet once each year in December, or at such other hour or place as may from time to time be designated by the Executive Committee, for the purpose of electing officers and directors of the Executive Committee and transacting such other business as may properly be brought before such meeting.
At the Annual Meeting any business may be transacted whether or not the notice of such meeting shall have contained a reference thereto, except where such a reference is required by law, or Articles of Organization, or these by-Laws. If the Annual Meeting is not held as herein provided, a special meeting of the members in lieu of the Annual Meeting date may be held with all the force and effect of an Annual Meeting.
Section 2. Special Meetings. Special meetings of the members may be called by the President, Vice President, Executive Committee, or upon written application of ten or more members. At any special meeting, only business to which a reference shall have been contained in the notice of such meeting may be transacted.
Section 3. Notice of Meetings.
a) Regular meetings shall be announced at the previous regular meeting, with respect to time, place and date, and followed by no further notice of regular meetings.
b) Special meetings shall be held by giving one week’s written, telephone, electronic (including posting on the website) or newspaper notice. Said newspaper shall be the Fall River Herald News and/or such others local publications and may be read by the members of the corporation.
In all cases, notice, when required, shall be given wither by the President, Vice President, or Secretary or their authorized representative.
Written notice, when required, shall be only to those members who have furnished to the Secretary of the corporation his/her current post office address and telephone, unless unlisted, both home and business.
Section 4. Quorum. At all meetings of the membership, twenty (20) members shall constitute a quorum. The announcement of a quorum by the officer presiding at the meeting shall continue a conclusive determination that a quorum is present. At all meetings of the Executive Committee, six (6) members shall constitute a quorum. The announcement of a quorum by the officer presiding at the meeting shall continue a conclusive determination that a quorum is present.
BOARD OF DIRECTORS
Section 1. Powers. The activities, affairs, and property of the Corporation shall be managed, directed and controlled, and its powers exercised by and vested in, compensation, monetary or otherwise by the Executive Committee of the Board of Directors.
Section 2. Composition. The Board of Directors shall consist of a President, Vice President, Second Vice-President, Treasurer, Secretary and Past President (together, the Officers), and the Program Director, Director of Competition, Director of Coaching, Director of TOPSoccer and Equipment Director (together, the Directors). The aforementioned individuals shall constitute the Executive Committee of the Board of Directors and shall be elected each year at the Annual Meeting. The Executive Committee shall thereafter appoint the remaining members of the Board of Directors. These positions may be chosen from fall program coordinators, referee assignors and coordinators, and other such members who provide a necessary service to the operations of the Corporation.
Section 3. Whenever a vacancy occurs for any reason, the vacancy may be filled by the remaining Board of Directors for the remainder of the term of office or directorship so vacated.
Section 4. Term. Except as otherwise provided by law, by the Articles of Organization or by these By-Laws, the officers and directors of the Corporation shall hold office until the next Annual Meeting of the members and until their respective successors are chosen and qualified. Nominations for Executive Committee positions must be endorsed by a member of the current Executive Committee in order to be placed on the ballot for consideration at the Annual Meeting of the members.
Section 5. Resignations. Any officer or director may resign by delivering his written resignation to the Corporation at its principal office or to the President or Secretary. Such resignation shall be effective at the time or upon the happening of the condition, if any, specified therein, or if no such time or condition is specified, upon its receipt.
Section 6. Removal. Any officer, or director, may be removed from office with cause by vote of a majority of the Executive Committee then in office, after a reasonable notice and opportunity to be heard before the Board of Directors.
Section 7. Certain Duties and Powers. The officers and directors, designated below, subject at all times to these By-Laws and to the direction and control of the Board of Directors, shall have and exercise the respective duties and powers set forth below:
a) President. The President shall be the chief executive officer of the corporation and shall have general operating charge of its operations. Unless otherwise prescribed by the Board of Directors, he/she shall, when present, preside at all meetings of the members and at all meetings of the Board of Directors. The President-elect must be a current member of the Executive Board with at least two years of service immediately prior to holding office. Upon completion of two consecutive years in office the President shall not be eligible for re-election or otherwise to continue serving in such capacity.
b) Vice President. In the absence or inability to act of the President, his or her duties shall be performed by the Vice President. The Vice President shall have such other duties as may be delegated by law, the Articles of Organization, these By-Laws, the Board of Directors and the members. The Vice President, like the President, shall be a member of the Executive Committee of the Board of Directors.
c) Second Vice President. In the absence or inability to act of the President or Vice President, his or her duties shall be performed by the Second Vice President. The Second Vice President shall have such other duties as may be delegated by law, the Articles of Organization, these By-Laws, the Board of Directors and the members. The Second Vice President shall be a member of the Executive Committee of the Board of Directors.
d) Treasurer. The Treasurer shall be the principal financial officer of the Corporation. He or she shall have custody and control over all funds of the Corporation, maintain fill and adequate accounts of all monies received and paid by him or her in account of the corporation and, subject to the control of the members, discharge all duties incident to the office, the Treasurer. In the absence of the President or the Vice President from any meeting, the Treasurer shall preside. The Treasurer shall have authority, in connection with the normal business of the Corporation to sign checks, drafts, contracts, bids, bonds, powers of attorney and other documents. All checks, drafts, notes, drawn on the Corporation shall be signed by the Treasurer, or his designee, jointly with the President, or his designee, or such other signatories as shall be designed by the Board of Directors. The Treasurer shall be a member of the Executive Committee of the Board of Directors.
e) Secretary. The Secretary shall be the principal recording officer of the Corporation and shall be a resident of the Commonwealth of Massachusetts. He/she shall record all proceedings of the members and discharge all duties incident to the office of Secretary. The Secretary shall record all proceedings of the Board of Directors. In the absence of the Secretary from any meeting of members, the Board of Directors or any committee appointed by the Board of Directors, a temporary Secretary designated by a person presiding at the meeting shall perform the duties of the Secretary. The Secretary shall be a member of the Executive Committee of the Board of Directors.
f) Past President. The Past President shall have such duties as may be delegated by law, the Articles of Organization, these By-Laws, the Board of Directors and the members. The Past President shall be a member of the Executive Committee of the Board of Directors.
g) Program Director. The Program Director shall have general responsibility for the fall instructional season. He/she shall assemble and direct the age group coordinators and shall plan and evaluate the season’s activities with the other coordinators. The Program Director shall be a member of the Executive Committee of the Board of Directors.
h) Director of Competition. The Director of Competition shall represent Fall River Youth Soccer Association on the Board of the South Coast Soccer League (SCSL) or any successor or alternate league with which the Fall River Youth Soccer Association affiliates. He/she shall coordinate communications between the South Coast Soccer League, spring coaches and the Fall River Youth Soccer Association. He/she must have extensive knowledge of the game and have the ability to work with the spring coaches. He/she will also serve as liaison with other competitive programs, such as the Olympic Development Program and the regional tournaments. The Director of Competition shall be a member of the Executive Committee of the Board of Directors.
i) Director of Coaching. The Director of Coaching shall be responsible for supervising the fall and spring coaches. He/she shall insure that league rules are adhered to. He/she shall also coordinate all coach development courses and programs. He/she must have extensive knowledge of the game and an understanding of the philosophy of the Fall River Youth Soccer Association. The Director of Coaching shall be a member of the Executive Committee of the Board of Directors.
j) Director of TOPSoccer. The Director of TOPSoccer shall have general responsibility for the TOPSoccer program. He/she shall assemble and direct the coordinators and buddies and shall plan and evaluate the season’s activities with the other coordinators. The Director of TOPSoccer shall be a member of the Executive Committee of the Board of Directors.
k) Equipment Director. The Equipment Director shall be responsible for coordinating all equipment and uniform purchases or contracts. He/she shall also be responsible for maintaining an inventory of supplies and obtaining quotes for consideration of league purchases. The Equipment Director shall be a member of the Executive Committee of the Board of Directors.
Section 8. Compensation. Officers and directors shall not be compensated for services rendered as officer of the Corporation. Officers and directors shall be entitled to receive reimbursement for reasonable expenses incurred in the performance of their duties. An officer or director may not serve as a paid employee of the Corporation.
Section 1. Fiscal Year. The fiscal year of the Corporation shall be the fiscal year ending December 31, or such other fiscal year as the Board shall from time to time determine.
MAINTENANCE AND INSPECTION OF RECORDS
Section 1. Records. The Corporation shall maintain the original or attested copies of its Articles of Organization, By-Laws and records of all meetings of incorporators, the Board of Directors and members, as well as its membership records which shall contain the names and addresses of all members of the Corporation. Such copies and records shall be maintained at the principal office of the Corporation or the office of the Clerk or the office of the Corporations’ Attorneys and shall be open at all reasonable times to the inspection of any member for a proper cause. The Directors may from time to time make reasonable regulations as to the time, place and manner of inspection by the members of the records and documents of the Corporation as aforesaid within this Article. All records of the Corporation shall be open to inspection by any member of the Board at all times during the usual hours of business.
DEPOSITS, CHECK, LOANS, CONTRACTS, ETC.
Section 1. Deposit of Funds. All funds of the Corporation, not otherwise employed, shall be deposited in such banks, trust companies or other reliable depositories as the Executive Committee from time to time may determine.
Section 2. Checks, Etc. All checks, drafts, endorsements, notes and evidences of indebtedness of the Corporation, and all endorsements for deposits to the credit of the Corporation shall be signed by such officer or officers, agent or agents of the Board of Directors. In the absence of such determination by the Executive Committee, such instruments shall be signed by the Treasurer or Assistant Treasurer and countersigned by the President and or Vice President of the corporation. Designees for such purpose may be appointed by the President and Vice President and Treasure/Assistant Treasurer, but only upon approval first having been given by the Executive Committee.
Section 3. Expenditures. All expenditures exceeding $500.00 shall require prior approval of the Board of Directors or the Executive Committee. All contracts or expenditures exceeding $500.00 shall require a minimum of three bids be solicited for selection and approval by the Board of Directors or Executive Committee when such contract or expenditure is so amenable to such consideration.
Section 4. Loans. No loans or advances shall be contracted on behalf of the Corporation, and no note or other evidence of indebtedness shall be issued in its name, unless and except as authorized by the Executive Committee. Any such authorization to, may be general or confined to specific instances, and may include authorization to pledge, as security for loans or advances so authorized, any and all securities and other personal property at any time held by the Corporation.
Section 5. Contracts. The President, Treasurer, or any other officer specifically authorized by the Executive Committee, may, in the name of and on behalf of the Corporation enter onto those contracts or execute and deliver those instruments that are specifically authorized by the Executive Committee. No officer or other agent of the Corporation may enter into any contract or execute or deliver any instrument in the name of and on behalf of the corporation prior to such authorization.
Section 6. Fundraising.
a) All fund raising activities involving Fall River Youth Soccer Association members or done in the name of the Fall River Youth Soccer Association must have the prior approval of the Executive Committee of the Board of Directors.
b) Sponsors. Historically, the league has not encouraged sponsorship of individual Fall River Youth Soccer Association teams. All team uniforms have been of similar quality and design, with the idea of maintaining equality among all teams. Any sponsorship proposal must be brought to the Executive Committee for prior approval before seeking funds or sponsored clothing for use by a team.
Section 1. Property Members. The private property of the members shall not be subject to the payment of corporate debts to any extent whatsoever.
Section 2. Indemnity of Directors and Officers. Any person (and the heirs, executors and administrators of such person) made or threatened to be made a party to any action, suit or proceedings by reason of the fact that he or she is or was a director or officer of the Corporation shall be indemnified by the attorney’s fees and disbursements, incurred by him or her (or by his or her heirs, executors or administrators) in connection with the defense or settlement of such action, suit or proceeding that such director or officer is liable for negligence of misconduct in the performance of his or her duties. Such right of indemnification shall not be deemed exclusive of any other rights to which such director or officer (or such heirs, executors or administrators) may be entitled apart from this Article.
Section 3. Reliance in Good Faith. Each director and officer of the Corporation shall, in the performance of his/her duties, be fully protected in relying in good faith upon the books of account of the Corporation, written reports made to the Corporation by any of its officers or employees or by counsel, accountants, appraisers, or other experts, or consultants selected with reasonable care by the directors, or upon other records of the Corporation.
These By-Laws and the Articles of Organization may be amended in whole or in part by a two thirds vote of the eligible members present and voting at any Annual or Special Meeting of the Members. A copy of the present By-Laws and a copy of the proposed change thereto shall accompany the notice of such meeting.
RULES OF PLAY AND POLICY MANUAL
Rules of Play and Policies will be adopted annually by a vote of the Executive Committee of the Board of Directors.
Section 1. Capital Stock. The Corporation shall have no capital stock.
Section 2. Corporate Seal. The seal of the Corporation shall be in such form as shall be determined from time to time by the Board of Directors.
Section 3. Dissolution. The Corporation may, subject to applicable provision of law, be dissolved by the affirmative vote of a majority of the members. Upon such a vote, a petition for dissolution may be filled in the Massachusetts Supreme Judicial Court or the Superior Court applying for authority to dissolve the Corporation and to distribute its funds. On liquidation or dissolution of the Corporation, all properties and assets remaining, after providing for all debts and obligations, shall be distributed to such other funds, foundation, or organization formed and operated primarily for the charitable, educational, scientific, civic, or similar purposes in the public interest which is not organized primarily for profit.
Section 4. Conflicting Laws. If any term or provision of these By-Laws is contrary to law or otherwise invalid or unenforceable, it shall be deemed stricken therefrom and the remaining terms and provisions shall not be affected thereby but each such remaining term and provision shall be given effect to the fullest extent permitted by law.
Section 5. Adoption. These By-Laws shall become adopted and binding upon the Corporation upon vote of the majority of the members present at the meeting which shall, amongst other things, be held for the purpose of considering and adopting these By-Laws.
Amended on December 18, 2011