Santa Fe Soccer Club Constitution and By-Laws
(Updated and approved 10/8/2015)
|1. The name of this organization shall be the SANTA FE SOCCER CLUB and will be known as the Club for all purposes hereinafter enumerated. The Club is organized exclusively for educational and youth sports/recreational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations described under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Upon dissolution of the 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 to the City of Corpus Christi Parks Department, for a public purpose. Any such assets not disposed of shall be disposed by a court of competent jurisdiction in the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such proposes.
1.1. The purpose of the Club shall be to develop, promote, and administer the game of soccer among the youth within the jurisdictional area of the Club.
1.1.1. Participation shall be the key factor at the lower age levels with the emphasis shifting to competitiveness only as players reach the older divisions.
1.1.2. The Club officers and all other Club members commit by their acceptance of office or participation in the Club to the ideals of good sportsmanship, fair play, and the overall good of the youth.
1.2. Membership is granted to all registered players and their parents and to the others as approved by the Club officers.
1.3. Members of the Club shall teach and promote good sportsmanship.
1.3.1. The Club will educate members about soccer through sponsorship of regularly scheduled soccer competition and practices.
1.3.2. The Club will conduct such other educational activities that shall be deemed appropriate to the promotion of the sport of soccer.
2. The Club members shall meet annually during January for the purpose of presenting awards and conducting other Club business as necessary or required.
3. The Club shall be governed by a Board of Directors; hereinafter known as the Board.
3.1. The Board shall consist of officers as listed with responsibilities in sections 3.1.1-3.1.9.
3.1.1. The President shall be the presiding officer of the Club and the Board. As presiding officer, the president shall, subject to approval of the Board and as set forth in this document, have general direction of the business of the Club. The President shall appoint chairpersons of any standing or special committees that may be established. This position may be a paid position.
3.1.2. There shall be a first and second Vice President. The general duties of the Vice Presidents include but are not limited to general administration as assistants to the President, delegates to CBYSA, field coordination, and assisting other officers.
188.8.131.52. The 1st Vice President shall assist the president in matters concerning the operation of the Club and other duties as determined by the Board. The 1st Vice President shall succeed to the powers of the President in his/her absence.
184.108.40.206. The 2nd Vice President shall assist the President in matters concerning the operation of the Club and other duties as determined by the Board.
3.1.3. The Secretary shall keep an accurate record of all official proceedings of the Club and the Board; have custody of all official papers and records of the Club; record the minutes of all official meetings of the Club and the Board; attend all official correspondence; provide a complete list of members of the Board and the Club to any and all parent Associations or Clubs.
3.1.4. The Treasurer shall keep an accurate record and have custody of all monies of the Club; render all just bills and receipts; be prepared to submit a report at each official meeting of all monies received and distributed since the last report; pay all bills for budgeted expenses as directed by the Board and shall at the end of the term turn over all books, monies, records and other property of the Club pertinent to the office of Treasurer and receive therefore. This position may be a paid position.
3.1.5. The Registrar shall register all Club members to include but not limited to players, coaches, assistant coaches and referees; report to parent organizations all registrants for registration and insurance purposes; maintain all records associated with registration and provide team rosters to coaches. This position may be a paid position.
3.1.6. The Officials Coordinator shall be responsible for coordinating the recruiting and training of referees for Club games played on Club fields; and with the Coaches Coordinator, schedule inter-Club games. The Officials Coordinator may be a paid referee assignor for the Club.
3.1.7. The U6/U8 Coach Coordinator shall be responsible for coordinating the recruitment and training of coaches for Club teams and with the Officials Coordinator, schedule intra-Club games; and, represent the Club with any parent organizations.
3.1.8. The U10 and Up Coach Coordinator shall be responsible for coordinating the recruitment and training of coaches for Club teams and with the Officials Coordinator, schedule intra-Club games; and, represent the Club with any parent organizations and other Clubs for the purpose of scheduling inter-Club games.
3.1.9. The Team Parent Coordinator shall be responsible for coordinating parent activities such as but not limited to awards, fundraisers, publicity and distribution of information to Club members.
3.2. The Club shall have Standing Committees for the purpose of meeting the Club’s purposes of prompting youth soccer.
3.2.1. The President shall appoint the chairperson of each standing committee for a term of one season. There is no limit to the number of terms a Club member may serve on a standing committee or as chairperson.
3.2.2. The Awards and Uniform Committee shall be responsible for selection, acquisition, and distribution of all trophies, plaques, patches and certificates; and shall recommend uniform selection to the Board; and shall with the Board approval acquire and distribute all uniforms.
3.2.3. The Registration Committee shall be responsible for registering all Club members according to the rules herein ascribed to.
3.2.4. The Publicity and Parents Committee shall be responsible for all activities related to dissemination of information to the news media, information and publicity for recruiting, and coordination of parents’ activities.
3.2.5. The Game Committee shall be responsible for all activities necessary to assure games can be played on Club fields. This responsibility includes but is not limited to field maintenance, equipment procurement and distribution, coordination with property owners for permission to use property for games, insurance, and coordination with coaches and officials.
3.3. Election of Board Members shall be at the general meeting of the Club in January of even numbered years. Board members shall elect for a term of two years. Terms begin in April 1st of even numbered years. Elected officers shall serve in an ex officio capacity, with full voting privileges, for four months beyond expiration of their elected term.
3.3.1. Vacancies shall be filled by a two thirds vote of Board members.
3.3.2. The nominations for President will be the two Vice Presidents
3.3.3. The President shall, during the fall season prior to the election, appoint a Nominating Committee to seek out qualified candidates for all other offices. Any Club member shall have the right to nominate candidates for all other offices and nominations from the floor may be made for all other offices. In the case of any nomination, the person nominated must affirm, prior to any vote, their willingness to serve if elected.
3.3.4. Balloting shall be by member teams with each team casting three votes, those votes cast by three individual representatives of that team. Each incumbent Board member present shall have one vote. At the request of any member team, the three representatives together, may request a written secret vote. In the case of a written secret vote, the President shall appoint a committee from those present to collect, tabulate, and report the results of the balloting. No individual may cast more than one vote per office.
3.3.5. The initial slate of officers proposed under these rules shall be determined by a nominating committee appointed by the President and by nominations from the floor i.e. section 3.3.2 shall apply for all offices for the first election under these rules.
4. Board meetings shall be held once each month at a time to be established by majority vote of the Board members.
4.1. Notification of official Board meetings shall be made to all Board members not less than three days in advance of the meeting.
4.2. In the case of official Board meetings that meet the seven day notification requirement, a quorum shall consist of those members present and voting.
4.3. Emergency meetings may be called by the President or by agreement of a majority of the Board. All members shall be notified of the meeting not less than one day prior to the meeting. In the case of an emergency meeting, a quorum shall consist of not less than fifty percent of active Board members.
5. Amendments to the Constitution, By-Laws and Rules and Regulations may be made at official Board meetings that meet the seven-day advance requirement. All changes must be voted upon at no less than two official Board meetings and must be passed by a two-thirds majority of all active Board members.
6. In the event the Club shall be dissolved or cease to function for a period of two years, the assets and properties of the Club shall be transferred without qualification to the parent organization associated with the Club.
7. The Club voluntarily affiliates itself with the Coastal Bend Youth Soccer Association (CBYSA) and submits to their rules and regulations in all areas involving inter-Club competition.
8. The following rules of order apply for all intra-Club activities. Where there may be a conflict with the rules or by-laws of parent or associated governing bodies that might prevent inter-Club play or participation in tournaments or play-offs, the rules of the parent or associated organization will supersede those of the Club for the specific purpose of allowing Club teams to participate in inter-Club play, tournaments, or play-offs; but, will not change such rules for intra-Club play unless properly voted upon in accordance with this document.
8.1. Registration of players and other Club members will be limited to individuals living within the boundaries of the Club. Exceptions will be made according to the rules established by CBYSA.
8.1.1. Each player, prior to January 1st of the spring season or prior to August 1st of the fall season, must have attained the minimum age of four years of age. Each player, prior to January 1st of the spring season, must not have exceeded the age of eighteen years.
8.1.2. All players must be registered and have participated in not less than five Club games prior to taking part in any inter-Club play-offs or tournaments.
8.1.3. All players must be registered prior to attending any team practice.
8.1.4. Proof of age shall consist of a birth certificate, baptismal papers, board of health records, passport or alien registration card issued by the United States Government or certification by the player’s school registrar.
8.1.5. Official registration of player shall be deemed complete when the player has submitted a completed registration form approved by the Board, provided proof of age if required, and paid the required Club fees.
8.1.6. All coaches, assistant coaches, and trainers shall be deemed registered when they have submitted a completed coaches registration form accepted by the Board, and have met the background check requirements of the parent or associated governing bodies.
220.127.116.11. Any coach continually displaying unsportsmanlike conduct will have their coaching assignment subject to review by the Board.
18.104.22.168. A coaching assignment may be revoked by the Board at any time for willful violation of Club Constitution and By-Laws.
8.1.7. Exceptions to the eligibility and registration rules shall require approval of the Board.
8.2. Age limits and roster limitations shall be based on CBYSA rules.
8.2.1. It shall be the goal of the Club to promote competitive and recreational soccer for the benefit of the players.
22.214.171.124. The Board shall supervise the assignment of players for recreational-level teams within their respective divisions or age brackets.
126.96.36.199. Assignment of players shall be based upon equitable distribution of players among teams by division.
188.8.131.52. Items 184.108.40.206 and 220.127.116.11 apply to all players that may register at pre-registration, registration or at any other time.
8.2.2. Age eligibility for the various divisions shall be based on player’s age as of midnight, July 31, of the year in which the player could be registered for fall season play. Any other rules or requirements related to age eligibility shall be as recognized by CBYSA.
8.2.3. Players shall register with the Club and all players will be assigned to teams according to the rules of the Club.
18.104.22.168. The number of players assigned to a team shall conform to CBYSA rules.
22.214.171.124. Tryouts for competitive division (DII or above) teams shall be conducted according to the rules and requirements of CBYSA.
126.96.36.199. The rosters of recreational division (DIII and DIV) teams, including rules pertaining to the number of returning players each season, shall comply with the rules and requirements of CBYSA.
9. Rules of play and field size shall be in accordance with the current rules established by the respective parent organizations.
10. Conflicts of Interest: The following conflicts of interest policy shall be in effect to protect this Club’s interests when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Club or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
10.1.1 Interested Person: Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, in an interested person.
10.1.2 Financial Interest: A person has financial interest if the person has, directly or indirectly, through business, investment, or family:
10.1.2.1. An ownership or investment interest in any entity with which the Club has a transaction or arrangement,
10.1.2.2. A compensation arrangement with the Club or with any entity or individual with which the Club has a transaction or arrangement, or
10.1.2.3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Club is negotiating a transaction or arrangement.
10.1.3 “Compensation” includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
10.1.4 A financial interest is not necessarily a conflict of interest. Under section 10.2.2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
10.2.1 Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the members of committees with governing board delegated powers considering the proposed transaction or arrangement.
10.2.2 Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
10.2.3 Procedures for Addressing the Conflict of Interest:
10.2.3.1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
10.2.3.2. The president of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
10.2.3.3. After exercising due diligence, the governing board or committee shall determine whether the Club can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
10.2.3.4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Club’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
10.2.4 Violations of the Conflict of Interest Policy:
10.2.4.1. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
10.2.4.2.. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
10.2.5 Records of Proceedings: The minutes of the governing board and all committees with board delegated powers shall contain the following:
10.2.5.1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
10.2.5.2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
10.2.6.1. A voting member of the governing board who receives compensation, directly or indirectly, from the Club for services is precluded from voting on matters pertaining to that member’s compensation.
10.2.6.2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Club for services is precluded from voting on matters pertaining to that member’s compensation.
10.2.6.3. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Club, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
10.2.7 Annual Statements: Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
10.2.7.1. Has received a copy of the conflicts of interest policy,
10.2.7.2. Has read and understands the policy,
10.2.7.3. Has agreed to comply with the policy, and
10.2.7.4. Understands the Club is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
10.2.8 Periodic Reviews: To ensure the Club operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
10.2.8.1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
10.2.8.2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Club’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
10.2.9 Use of Outside Experts: When conducting the periodic reviews as provided for in Article VII, the Club may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
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