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BY-LAWS OF
WALTERBORO SOCCER CLUB,
INC.
ARTICLE 1 –
NAME / AFFILIATION
This organization
shall be known as Walterboro Soccer Club, Inc. (hereinafter “THE
CLUB”) and shall be affiliated with and in compliance with ALL rules,
policies and procedures of the SOUTH CAROLINA YOUTH SOCCER ASSOCIATION
(hereinafter “SCYSA”), and the United States Youth Soccer Association
(hereinafter “USYSA”).
ARTICLE 2 –
PURPOSE
THE CLUB shall
develop, promote and administer a youth soccer club for players
residing primarily in Colleton County on behalf of teams, players,
coaches, referees, parents and administrators consistent with the
bylaws, policies and procedures of SCYSA, USYSA, USSF and the United
States Olympic Committee (USOC).
ARTICLE 3 –
OFFICES
The principal
office of THE CLUB shall be located in the city of Walterboro, SC. The
address of the resident agent of THE CLUB required by the South
Carolina Not-For-Profit Corporation Act of said state may be, but need
not be, identical with the principal office of the CLUB. The address
of the principal office and the designation of the resident agent may
be changed from time to time as authorized by the Board of Directors,
PO Box 2357, Walterboro, SC 29488.
ARTICLE 4 –
SEASONAL PLAYING YEAR / FISCAL YEAR / REGISTRATION
The seasonal
playing year of THE CLUB shall begin on the first day of September in
each year and end on the last day of August in the following year. The
Board of Directors shall determine the fiscal year. THE CLUB shall
register with SCYSA every individual player, coach, team and
administrator that is sponsored, financed, coached, organized or
administered by THE CLUB.
ARTICLE 5 –
EQUAL OPPORTUNITY
THE CLUB will not
discriminate against any individual on the basis of race, color,
religion, age, sex or national origin.
ARTICLE 6 –
ROBERT’S RULES OF ORDER
Except as
otherwise provided in these bylaws, all meetings of the Board of
Directors shall be conducted in accordance with the latest authorized
edition of Robert’s Rules of Order.
ARTICLE 7 –
MEMBERSHIP
7.1 Membership
Membership in THE
CLUB is comprised of members who are Parent(s), Guardians or
Representatives of registered Players.
7.2 Membership
Meetings
7.2-1 Annual General Meeting of
Members
THE CLUB shall have an annual general
meeting of its members. The Board of Directors shall determine the
date, time and location of that meeting. Written notification by mail,
e-mail, newsletter, or posting at the playing fields of the Club to
all Members shall be made at least thirty (30) days prior to the
Annual General Meeting.
7.2-2 Special Meetings
The Board of Directors may call a
special meeting of the membership at any such time, as the Board of
Directors deems necessary. Written notice of the meeting by mail,
e-mail, newsletter, or posting at the playing fields of the Club must
be given to all Members at least fourteen (14) days in advance of the
special meeting.
7.2-3 Quorum
A quorum shall consist of the smaller,
twenty-five (25) Members or twenty-five percent (25%) of the total
number of Members.
7.2-4 Majority Vote Requirement
Action of the membership shall be by
majority vote, unless otherwise provided by these bylaws.
ARTICLE 8 –
BOARD OF DIRECTORS
8.1 General
Authority
The business,
property and affairs of the CLUB shall be managed and controlled by a
Board of Directors as from time to time constituted. All authority of
THE CLUB shall be vested in a Board of Directors unless specified
otherwise in these bylaws. The Board of Directors is responsible for
developing and enforcing the bylaws, policies and activities of THE
CLUB, including but not limited to decisions affecting membership
status and appeals procedures. The Board of Directors may delegate
responsibility for day-to-day operations associated with these
activities.
8.2 Board
Composition
There shall be a
minimum of five (5) Directors of THE CLUB, which number may from time
to time be increased by resolution adopted by not less than a majority
of the Board of Directors. Except as otherwise provided in these
By-Laws, all members of the Board of Directions shall have and be
subject to the same and equal qualifications, rights, privileges,
duties, limitations and restrictions.
8.3 Restrictions
on Service on Board of Directors
A. The Board may remove of dismiss
from office any appointed of elected member of the Board for
reasonable cause by due process followed by a two-thirds (2/3) vote of
the Board unless otherwise provided in these Bylaws and subject to the
rules of SCYSA, USYSA, USOC and USSF.
B. The authority to determine breaches
of duties of care, loyalty or candor shall rest with the Board.
Generally, no Board member may financially gain as a result of any
activity of the Board, or be associated with any company or
organization contracting or doing business or potentially in conflict
with THE CLUB in any form, unless the Board member has provided full
disclosure and received authorization by a majority of non-interested
members of the Board.
8.4 Meetings
8.4-1 Regular Meetings
The Board shall hold regular meetings
at least once each calendar quarter. The President shall determine the
date, time, and location of these meetings and give reasonable notice
of the meetings. Reasonable notice as it relates to “regular meetings”
shall mean not less than seven (7) business days. Such notice shall
include but not limited to the agenda, date, time and place of the
meeting. If the meeting is by a mean other than in person, the notice
shall also include the means by which the membership may observe the
meeting.
8.4-2 Special Meetings
Meetings for a special purpose may be
called by the President or upon written application by one quarter of
the Directors. A minimum twenty-four hour notice of meetings for a
special purpose shall be given and this notice shall state the
purpose.
8.4-3 Teleconferencing
A Board Member may conduct any meeting
through the use of, any means of communication by which all Directors
participating may simultaneously hear each other during the meeting.
8.4-4 Meeting Minutes
Minutes of all meetings shall be
maintained in the corporate minute books.
8.5 Quorum
A quorum,
consisting of the majority of the Board, must be present at all times
during Board meetings in order to conduct business.
8.6 Officers
The Officers of
THE CLUB shall consist of the President, Vice President, Secretary,
Treasurer and Registrar. Officers shall be elected by vote of the
majority membership following the Annual General Meeting. All officers
of THE CLUB shall be residents of the State of SOUTH CAROLINA, unless
otherwise specified in these Bylaws.
8.6-1 President
The President of THE CLUB shall have
the following duties and responsibilities:
A. To oversee and coordinate the
activities of THE CLUB, the Board of Directors, and designee(s) of the
Board of Directors.
B. To preside at all Board and
membership meetings.
C. To serve (or delegate to other
Board members to serve) as an ex-officio member of all THE CLUB’S
committees, except the Nominating Committee.
D. To appoint special or ad hoc
committees, subject to Board approval.
E. To sign money disbursements made in
the name of THE CLUB.
F. To appoint, subject to ratification
by the Board, Chairs and other members of all standing committees,
except where otherwise provided.
G. To perform all other duties as
shall be necessary to promote and uphold the welfare of youth soccer
and to positively affect “the good of the game” within the State of
SOUTH CAROLINA.
8.6-2 Vice President
The Vice President of THE CLUB shall
have the following duties and responsibilities:
A. To assume the duties of the
President in the case of the resignation of the President until the
next Annual General Meeting following the resignation or during a
temporary absence; or during the inability of the President to perform
the functions of that office.
B. To perform other responsibilities
assigned by the BOD or President.
8.6-3 Secretary
The Secretary of THE CLUB shall have
the following duties and responsibilities:
A. To oversee communication between
THE CLUB and its Members to insure that all are kept informed of the
activities of THE CLUB.
B. To maintain the official records of
THE CLUB.
C. To be responsible for recording the
minutes of all THE CLUB’S meetings except for committee meetings and
to report such actions taken at these meetings to all Club Members.
D. To be responsible for informing
members of meetings, handling correspondence of THE CLUB, and carrying
out such other duties as shall be delegated.
E. To perform other responsibilities
assigned by the BOD or President.
8.6-4 Treasurer
The Treasurer of THE CLUB shall have
the following duties and responsibilities:
A. To ensure the sound financial
operation of THE CLUB.
B. To oversee the financial (including
budget process) policies and procedures for THE CLUB.
C. To sign money disbursements made in
the name of THE CLUB.
D. To present a statement of account
at every regular meeting of THE CLUB or the Board and at other times
when requested by the Board and make a full report at the Annual
General Meeting.
E. To serve as Chair of the Finance
Committee.
F. To perform other responsibilities
assigned by the BOD or President.
8.6-5 Registrar
The Registrar of THE CLUB shall have
the following duties and responsibilities:
A. To be responsible for proper
registration of THE CLUB’S members with SCYSA and the certification
thereof.
B. To be responsible for enforcing all
State and National Rules, Bylaws, and policies and procedures
governing player registration and team assignment.
C. To be responsible for the storage
and maintenance of records of THE CLUB regarding the registration of
teams and players within THE CLUB, and ensure the confidentiality of
player information.
D. Inform THE CLUB of the activities
of the STATE ASSOCIATION as it relates to tournaments, clinics, rule
changes, and other matters of interest to THE CLUB.
E. Perform other responsibilities
assigned by the BOD or President.
8.7 Terms of
Office
Directors of THE
CLUB shall take office at the close of the meeting at which they are
elected by the Membership at the applicable Annual General Meeting, or
immediately upon appointment by the Board in order to fill a vacancy.
Directors shall serve two-year staggered terms of office.
Approximately one-half (50%) of Directors, in order to provide for
staggered terms, will be elected each year. An initial term schedule,
approved by the Board of Directors, will be used to establish
staggered terms.
8.8 Vacancies
Vacancies during
the term of any Director shall be filled by appointment by the
President, subject to ratification by a majority vote by the Board.
However, the Vice President shall fill a vacancy in the Office of the
President and the Board will then elect a new Vice President. Any
person appointed to fill a Director vacancy shall serve for the
balance of the term of the vacating Director. The Board may create
special committees or task forces as needed for the effective
oversight of THE CLUB’S operations.
ARTICLE 9 –
INDEMNIFICATION
To the extent not
inconsistent with the laws of the State of SOUTH CAROLINA, every
person (and the heirs estate, executors, administrators and personal
representatives of such person) who is or was a Director, officer of
paid staff of the Corporation shall be indemnified by the Corporation
as provided by the act.
ARTICLE 10
– RISK MANAGEMENT
The Club shall
enforce and comply with ALL Risk Management policies and procedures
set forth by the South Carolina Youth Soccer Association and US Youth
Soccer Association (USYSA).
ARTICLE 11
– AMENDMENTS TO BYLAWS AND THE CONSTITUTION
A. Any proposed amendments of THE
CLUB’S Bylaws or Constitution shall be submitted in writing to the
Board at least forty-five (45) days prior to the Annual General
Meeting at which the proposed amendments will be submitted for a vote.
B. In order to adopt the proposed
Bylaw, two-thirds (2/3) of the votes cast at said meeting must vote in
favor of the proposed modifications.
ARTICLE 12
– EXEMPT STATUS
Any and all
assets of THE CLUB are permanently dedicated to exempt purposes within
the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986
(or corresponding provisions of future laws). THE CLUB shall not be
operated for pecuniary profit and shall have no capital stock and
shall make no distribution of dividends to its members, Directors,
officers or persons having a private interest in the activities of THE
CLUB, except that THE CLUB shall be authorized and empowered to pay
reasonable compensation for services rendered and to make payments and
distributions in furtherance of the purposes set forth in these
Bylaws.
No substantial
part of the activities of THE CLUB shall be the carrying on of
propaganda, or otherwise attempting to influence legislation, and THE
CLUB shall not participate in, or intervene in (including the
publishing or distribution or statements) any political campaign on
behalf of any candidate for public office. In the event THE CLUB is
dissolved, the Board shall pay, satisfy and discharge all liabilities
and obligations of THE CLUB or make adequate provisions therefore and
distribute all remaining assets of THE CLUB to an organization or
organizations engaged in activities substantially similar to those of
THE CLUB and organized and operated exclusively for charitable,
educational, religious or scientific purposes as shall at that time
qualify as an exempt organization under Section 501 (c)(3) of the
Internal Revenue Code of 1986 (or corresponding provisions of future
laws).
Date: October 2006
approved
Revised: October 5, 2007.
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