ARTICLE
1 NAME / AFFILIATION
This
organization shall be known as Blythewood Soccer Club (hereinafter called “THE
CLUB) and shall be affiliated with and in compliance with ALL rules, policies
and procedures of the SC Youth Soccer (hereinafter “SCYS”), and the United
States Youth Soccer (hereinafter "USYS"), United States Soccer
Federation (hereinafter “USSF”).
SC
Youth Soccer By-laws, policies and requirements take precedence over and
supersede the governing documents and decisions of “THE CLUB” and its members
to the extent applicable under State law and “THE CLUB” and its members will
abide by those by-laws, policies and requirements.
New
clubs containing competitive teams, applying for membership into SC Youth
Soccer must have a “60/40” split between recreation players and competitive
players upon making application. Sixty
percent (60%) of the players must be recreation, while no more than forty
percent (40%) may be competitive.
ARTICLE
2 PURPOSE
“THE
CLUB” shall develop, promote and administer a youth soccer club for players
residing primarily in South Carolina on behalf of teams, players, coaches,
referees, parents and administrators consistent with the bylaws, policies and procedures
of SC Youth Soccer, US Youth Soccer, USSF and the United States Olympic
Committee (USOC).
The
principal office of “THE CLUB” shall be located in the
State of South Carolina. 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 – 61 Berkshire Drive, Columbia, SC 29223 - 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.
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 SC Youth Soccer every individual player, coach, team
and administrator that is sponsored, financed, coached, organized or
administered by “THE CLUB” with an organization member of USSF. Reasonable proof of membership shall be submitted
to SC Youth Soccer upon request.
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
Membership in “THE CLUB” is comprised of
members who are Parent(s), Guardians or Representatives of registered
players, whose paid fees are up to date; Active Club Coaches &
Assistant Coaches; other general members meeting the general membership policy
& requirements including any annual membership fees if any set forth by the
Board of Directors and any other honorary members, as designated by the Board
of Directors, who have paid all fees and/or dues required by the
association. All the above are
hereafter referred to as “MEMBERS.”
7.1-1
Definition of MEMBER in good Standing:
In order for a MEMBER to be considered
“in good standing” and thus eligible for all rights, privileges and benefits of
their membership the following conditions must be met:
1.
Adherence to Standards - Each Member as designated
above will adhere to the bylaws, policies, codes of conduct and requirements of
“THE CLUB” and SC Youth Soccer, US Youth Soccer, USSF and USOC, where
applicable.
2.
Payment of Fees and Apportionments – Each
Member as designated above must be current and up to date in all fees,
assessments, apportionments and any agreed upon payment plans.
3.
Must maintain their principle residence in
the State of South Carolina.
7.1-2
Voting Rights
All
“MEMBERS” that are in good standing with “THE CLUB” shall have the right to
vote at the Annual General Meeting, in any elections and any special meeting of
the membership of “THE CLUB”. “Members”
in good standing may attend and are entitled to one vote per family.
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.
MEMBERS
may call for a special membership meeting by presenting a detailed petition
with signatures of at least one-third (1/3) of the “Members in Good Standing”
to the Board of Directors. Petition must
include reason for the requested meeting and topic(s) to be covered. Said meeting must take place within thirty
(30) days of presentment of signed petition to the Board. 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 of, 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, one vote per family unless
otherwise provided by these by-laws.
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, fees, apportionments and appeals procedures. The Board of Directors may delegate
responsibility for day-to-day operations associated with these activities and create
special committees or task forces as needed for the effective oversight of “THE
CLUB’S” operations.
A.
All directors agree to do their best to act
in the best interest of “THE CLUB” and its membership. The authority to
determine breaches of duties of care, loyalty or candor shall rest with the
Board.
B.
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.
8.4-1
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 be limited to the agenda, date, time and place of
the meeting. If the meeting is by a
means 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.
8.4-5 Waiver of Notice
Whenever
any notice of a meeting is required to be given to any director of this
non-profit corporation under provisions of the Articles of Incorporation, these
Bylaws, or South Carolina law, a waiver of notice in writing signed by the
director, whether before or after the time of the meeting, shall be the
equivalent to the giving of such notice.
A
quorum, consisting of at least one-half of the Officers 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 selected by an open and democratic election
process. 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 and 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 Organization 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.
Must be properly certified as a registrar
with SC Youth Soccer
B.
To be responsible for proper registration of
“THE CLUB” members with SC Youth Soccer and the certification thereof.
C.
To be responsible for enforcing all SC Youth
Soccer and US Youth Soccer Rules, Bylaws, and policies and requirements
governing player registration and team assignment.
D.
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.
E. Inform “THE CLUB” of the activities of the
SC Youth Soccer as it relates to tournaments, clinics, rule changes, and other
matters of interest to “THE CLUB”.
F. To perform other responsibilities assigned by
the BOD or President.
8.7 Terms of Office
8.8-1
Offices May Become VACANT if any of the following occurs:
1) The
Board may remove or dismiss from office any appointed or 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 SC Youth Soccer, US Youth Soccer, USSF and USOC.
2) When
an officer or director is no longer a “MEMBER in good standing” as defined in
these by-laws after given written notice of such status and at least fifteen
(15) day to correct the issues identified in the notice.
3) By
majority vote by the remaining board members if that officer has failed to
attend two (2) consecutive meetings when proper notification of said meeting
has been made and there has been no request for an excuse.
4) By a
vote of two-thirds (2/3) of all “Members in Good Standing” in attendance at a
duly called Special membership meeting.
5) Upon
written notice of resignation by any officer or director.
8.8-2
Vacancies during the term of any Officer 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.
8.9 Elections
“THE
CLUB” will hold elections for any open positions at their Annual General
Membership Meeting.
ARTICLE 9 INDEMNIFICATION
A. 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 an Officer, Director or paid staff of the “THE CLUB” shall be
indemnified by “THE CLUB”.
B. Except as may be otherwise permissible
under South Carolina law, the board of directors may adopt a resolution
authorizing the purchase and maintenance of insurance on behalf of any agent of
the nonprofit corporation (including a director, officer, employee, or other
agent of the corporation) against liabilities asserted against or incurred by
the agent in such capacity or arising out of the agent's status as such,
whether or not the non-profit corporation would have the power to indemnify the
agent against such liability under the Articles of Incorporation, these Bylaws,
or provisions of South Carolina law.
ARTICLE 10 RISK MANAGEMENT
“THE
CLUB” shall enforce and comply with ALL Risk Management policies and
requirements set forth by the SC Youth Soccer and U S Youth Soccer (USYS).
ARTICLE 11 AMENDMENTS TO BYLAWS AND THE
CONSTITUTION
A. Any proposed amendments of “THE CLUB”
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.
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,
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” (or “THE LEAGUE”) 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).