Article I-Name,Offices,Andpurpose
AMELIA ISLAND YOUTH SOCCER, INC
May 2017
ARTICLE I-NAME,OFFICES,ANDPURPOSE
Section 1Name:ThenameofthiscorporationisAmeliaIslandYouth Soccer(AIYS),Incorporatedhereinreferred to as theClub.
Section 2Offices:The registered officeof the corporation, as requiredbyFlorida law,is locatedatthe FernandinaBeach Sports Complexclub houseat the belowaddress.
AmeliaIslandYouth Soccer,Incorporated
3243 BaileyRoad
FernandinaBeach, FL32034
All correspondence shall bemailed to:
AIYS
P.O.Box421
Yulee, FL32041-421
Section3 Purpose:Thepurposeofthe Club shall beto provideyouth soccer educationby organizingand executing soccerprograms for allageswith theprimarygoalofdevelopment ofyouthsoccerplayers.
Section 4Affiliations:TheCorporationshall be affiliated with, and beamember of,Florida YouthSoccerAssociation (FYSA) oranyother organizationagreed to bytheBoard of Directorsandshallcomplywiththeauthority,rules,andguidelinesofthosebodies.Intheeventthatanyprovisions of thesebylaws,or ofthe rules andregulationsoftheClub conflict with the bylaws ofFYSA, the bylaws, rulesandregulationsofFYSAshall prevail.
Section 5No part of the net earnings of the Club shall inure to the benefit of or be distributable to its members, directors, officers or other private persons, except that the Club shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments in furtherance of the purpose set forth in Article1, Section 3. 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 of statements), any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of the By-Laws, the Club shall not carry on any other activities in conflict with the purpose set forth in Article 1, Section 3.
Section6Decisions: Board of Directors shall make all decisions regarding the organization an operation of the club.
ARTICLE II- MEMBERSHIP
Themembership in theClubshall bebyformalassociationthrough playerenrollment orindividualparticipation while maintaining goodstanding.
Section 1GeneralMember:Anyperson over the age ofeighteen(18),who isactivelyinvolvedandparticipatinginthepurposeandobjectivesofCluband/orthelegalparentorguardianofaplayer ofthe Club. Generalmembers havethe right to attend any clubmeetings;however, general membersdo not havethe right to vote on Clubmattersunless dulydesignatedas a votingmember.
Section 2VotingMember:For voting purposes, at the Annual General Meeting, all members in good standing, and who are present, may vote.
Section 3Officer:Officers are elected byvotingmembersattheClub’s AnnualGeneral MeetingtoserveontheBoardofDirectors.Tobeeligibletoserveasanofficer,thecandidatemustbea generalmemberof theClub.
Section 4Removal:The Board of Directors orDisciplinaryCommitteemaysuspendor expel amemberfor causeafter an appropriatehearing,asoutlined inthesebylaws.A hearingwillnot be required if thereason forthe suspensionorexpulsion is associated with anylegalproceeding.
Section 5Compensation schedule for Board of Directors and Head Coaches:Board of Directors, head coaches, assistant coach, and team managers will not be required to fulfill volunteer hours with the exception of any club sanctioned fund raising event. Board of Directors and head coach must in good faith fulfill their role during the course of the season; otherwise, may be required to pay the registration fee, at the discretion of the Board of Directors.
Board of Directors: An individual shall receive one (1) free player registration up to the cost of the age group in which they have a registered player, provided they are in good faith fulfilling their duties as outlined in bylaws. In any cases where a Board of Director is also a head coach and has more than one registered player that Board of Director shall be permitted to receive both compensation as Board of Director and Head Coach.
Recreational Head Coach: An individual shall receive one (1) free player registration up to the cost of the age group for which they act as head coach, provided they hold “F” Certificate or better or attain it during the season they are coaching.
Competitive Head Coach: An individual shall receive one (1) free player registration up to the cost of a competitive registration fee provided they hold certification/licenses as follows:
a)U9 and U10: “F” Certificate or better
b)U12 and above: “E” License or better
ARTICLEIII– BOARDOFDIRECTORS
Section 1Purpose:TheClub will be governedbyaBoard ofDirectors,alsoreferred to as officers.Theofficers shall havethe authoritytorepresent,manage,andconduct business affairsoftheClub.
Section 2Responsibilities:TheofficersshallenforcetheFIFALawsoftheGame,USYouthSoccerAssociation,Florida Youth SoccerAssociates, North Florida Youth SoccerLeague,andanyother organizationsdesignatedas anaffiliate of theClub.Theofficers shall adopt operatingprocedures,includingrulesandstandardsofconduct,whichallowtheoperationoftheClub.All operatingprocedureswill be consistent with the purpose oftheClub, itsaffiliations,and thesebylaws.
Section 3Composition:TheBoard ofDirectorsshallconsistofelectedgeneralmembersoftheClubandconsist of the followingpositions:
- President
- Vice President
- Secretary
- Treasurer
- Director of Competitive
- Director of Recreational
Section 5Elections to the Board of Directors: The election of the Board of Directors shall be at the Annual General Meeting.
a.Election will be conducted with those adult members who are present at the meeting. This will constitute a quorum. Each board position shall serve a two (2) year term.Electedofficersshallbeginboardmembershipthe month after the Annual General Meeting. To maintaincontinuity, the followingofficers will be elected in evenyears: President,Secretary and Director of Competitive; the odd years will elect the Vice President, the Treasurer and the Director of Recreational.
b.A vacancy occurring on the Board of Directors may be filled by affirmative vote of the majority of remaining directors at the next regularly scheduled board meeting.
Section 6Removal of Officer: Anyofficermayresignat anytime bygivingwritten noticeto the Presidentor theSecretaryof the Club. Suchresignationshall take effect at the timespecifiedtherein.Acceptance of the resignationshall not benecessaryto make it effective.Anyofficer, who missesthree (3)consecutive meetings of theBoard ofDirectors,without beingexcusedbythe President,shall beconclusivelydeemed to haveresigned.
a.Anyofficermayberemoved with or without causebyatwo-thirds (2/3)vote oftheBoardof Directors at a Board of Directors meeting, or by a two-thirds (2/3) vote ofallvotingmembersduringan Annual General Meeting.Anyofficerwhose removalhas been proposedshall be afforded thedueprocessbybeinggivenanopportunitytoaddresstheissue(s)thatformthebasisforthe motion to removefrom the board.
Section7Indemnification: Byresolution to the Board ofDirectors,anyofficer,member, or staffmembermaybeindemnifiedforexpensesandcosts.Thisincludesattorney'sfees,actuallyand necessarilyincurredbythe member in connection with anyclaim asserted against thememberbyactionincourtorotherwise,byreasonofbeingorhavingbeenamemberoftheboard.Thisdoes not include matters in which the memberhas beenfound guiltyof grossnegligence, or misconduct, in respect of thematter in which indemnityis sought.
ARTICLEIV – DUTIES OFTHE OFFICERS
Theduties of the officersin the Board ofDirectors shall consist of, but are not limited to, the following:
Section 1President: The President shall provide oversight for the overall development and management and operations of the Club,preside at all meetings of the Board of Directors and not vote on any issue, except to break a tie;enforce all points of order that may arise and enforce the Bylaws of the Club; represent the Club at all official functions and be the voice of the Club on all issues and regulations concerning the game of soccer; be authorized to co-sign all orders and drafts drawn on the treasury unless related to the President; in which case another authorized elected member shall sign; and the President shall have the power, with the approval of the Board of Directors, to appoint committees for any length of time not to exceed his/her term of office, and to remove or reassign any members of such committees.
a.ThePresident shall ensurethat the Club and itsofficersmaintain compliancewithallprovisionscontained within the current conflict of interestpolicy.
b.The President shall insure a monthly end bank reconciliation review is conducted and signed by Treasurer and one additional board member each month and retained in permanent financial files.
Section 2 Vice President: The Vice President shall carry out the dutiesof thePresident at anytime thePresident is unable to do so, dueto illness or otherlegitimatereason,and toassistthe President in his/her duties at all times. In the event of the resignation or removal from office of the President, theVice-President shall perform the duties of the President for the remainder of the term.TheVice President shall act as thechairpersonofthe DisciplinaryCommittee andshall be responsible for executingalldutiesassociatedwith discipline, grievancesandappealsaddressed in ArticleIXcontained herein.
Section 3 Secretary: TheSecretaryshall keepaccuraterecordsofallproceedingsoftheClub anddetermineaquorum;post allminutes in suchmannerforallClub members to review;will be responsible for the minutes of any disciplinary meeting and maintain such minutes bound so as to protect the privacy of the parties involved. The results of such meetings shall be available only to elected board members, the DOC and public officials as may be necessary in the performance of the duties of their office;haveintheirpossessiontheoriginal,currentcopyofthebylawsandall otherClub documentation;keep a complete roster of all Directors, Coaches, and Referees as well as maintain a list of all committees and members. In theabsence of theSecretaryfrom anymeeting,thesenior electedofficerpresentshall appoint anyboardmember to take the minutes in theirstead.
Section 4Treasurer: TheTreasurershallkeepanaccurateaccountingofallfundsreceivedanddisbursedand makeareport ofsame at the regularmeetingsor whencalled upon to do so;execute thepaymentofdebtsapprovedbytheBoardof Directors; surrender theClub books forinspection andauditat anytimerequestedbyanyBoardMember; and beresponsible for filingall applicable IRS non-profit documentation to include taxreturnsrequired to maintainnon-profit status.
- An independent audit will be performed by a committee of no less than two board members appointed by the President prior to the expiration of the current term and before the Treasurer is relieved of their duties.
Section5Director of Competitive and Director of Recreational: The officersshall beresponsible for monitoringallaspects of theirrespectiveprogram,and makereports and recommendations to the Board of Directorsconcerningthatprogram; to work with the Registrar to ensure that all players (Competitiveand U10 and up) have valid player passes prior to the first game of each season (Fall and Spring); andto ensure all coaches have their official team roster prior to the first game of season.The officer shall act as amember ofthe DisciplinaryCommittee asnecessary.
ARTICLE V – APPOINTED MEMBERS
Theduties of the appointed membersin the Board ofDirectors shall consist of, but are not limited to, the following:
Section 1Registrar: The Registrar shall be responsible for the registration, recording and transmitting of the information required on all players in the soccer club, as set forth in the rules and regulations of FYSA; shall maintain a current list of all players; add and delete players from rosters as players enter or leave the club; be responsible for the assignment process for all recreational teams; coordinate with the Director of Competitive and the Director of Recreational to ensure player passes are updated and accurate and rosters are correct; and ensure that all Coaches have background checks, CDC heads up training, and the appropriate coaching licenses for their coaching position.
Section 2Director of Referees:The Director of Referees is responsible for the training, scheduling and coordinating of the Club referees. The age differential between a certified center referee and the players they are refereeing shall be a minimum of two years. Exceptions to the two-year differential will be approved by the Board of Directors; shall be certified through USSF; coordinate with officers of the Club to ensure fair and impartial referees at all Club home games; be responsible for notifying the referees of all matters, rules and decisions that may properly come under their area of responsibility for the proper refereeing of soccer games; represent the Club at the President’s direction at all meetings, committees and gathering concerning the rules of soccer; be responsible for tabulating red and yellow cautions and submitting the subsequent reports to the Board of Directors and to the District Commissioner of FYSA; maintain all game report cards until the completion of the season; and other duties and responsibilities as determined and documented by the Board of Directors.
Section 3 Director of Coaching: The Director of Coaching shall be responsible for training, scheduling, and coordination of the coaching staff and shall make recommendations to the board concerning the assignment of coaches; notifying the coaches of all matters concerning coaching resposibilities and act as a member of the Disciplinary committee. The Director of Coaching will comply with all aspects of his/her individual contract, as agreed upon and executed by the Board of Directors.
Section 4 Director of Facilities: The Director of Facilities shall be responsible for the maintenance and care of the soccer fields; work with Parks and Recreation, or other governing body, to insure proper watering, applications of weed killer and fertilizer are performed as needed on a seasonal basis; and ordering field supplies necessary for the play and practice of the game.
Section 5 Director of Volunteers: The Director of Volunteers shall coordinate all necessary club volunteer duties and solicit input from other board members in regard to the need for volunteers necessary to operate the club; provide a list of volunteers who have not meet their obligated volunteer hours to the board of directors each month.
Section 6 Director of Fund Raising and Marketing: The Director of Fund Raising and Marketing shall be responsible for the coordination of all fund raising events, other than concessions, and work closely with the Director of Public Relations to educate the public and potential sponsors as to the positive aspects and benefits the club provides to the community at large.
Section 7 Director of Concession: The Director of Concession shall coordinate the operation of the concession stand, including the scheduling of team representatives for concession stand duty;ensure that necessary supplies are available;ensure that money is collected and deposited according to Club procedures.
Section 8 Director of Public Relations:The Director of Public Relations shall coordinate all Public Relations in regard to all Club functions and activities; shall construct newsletters at the beginning and end of each season in order to keep the members apprised of current events within the club
Section 9Director of Team Administrators: The Director of Team Administrators shall advise the individual team administrators on game and practice scheduling, uniforms, tournament requirements, and how to navigate, attach and print on the websites used by the club.
ARTICLE VI – STAFF POSITIONS
TheBoard ofDirectorsmayappointstaff positions which will adviseandsupport theBoard of Directors in thegeneraloperation oftheClub.Thefunctionsandroles of thesestaff positions shall be established in writingbythe Board ofDirectors.
Section 1Compensation:AstaffpositionmayreceivereasonablecompensationasdeterminedbytheBoard of Directors.Staffpositionsmaybe reimbursed forout of pocket expenses orcompensated for servicesrendered in anyother capacityto orforthe Club,providedhoweverthatanysuchexpenses incurred or servicesrenderedshall havebeen authorizedin advance bythe Board.
Section 2Appointment toa staff position: TheBoardofDirectorsshallappointanindividualtoastaffpositiontosupporttheClub operationas vacancies occur bysimple majorityvote.Appointedstaffshallbegin membership immediatelyuponappointment.
- Theterm foran appointedstaff position shall befor one(1)year, or as specified in their written agreement.Appointed staff membersmaybe re-appointed forconsecutive terms.
Section 3Terminationfromastaff position: Anyperson assigned to astaff positionmayresignatanytime bygivingwrittennotice to the President orthe Secretaryof theClub.Suchresignationshall takeeffect at the timespecified therein.Acceptance ofthe resignationshall not benecessaryto make it effective.
a.Anypersonassignedtoastaffpositionmayberemovedwithorwithoutcausebyavoteoftwo-thirds(2/3)memberoftheBoardofDirectors.
ARTICLEVII– GENERALMEMBERSHIP MEETINGS
Section 1AnnualGeneral Meeting (AGM):TheAGM shall be heldprior to the end of the spring soccer season on adaytobedeterminedbytheBoardofDirectors.TheAGMshallbeheldforthepurposeofelectingthe Board ofDirectorsand to conduct such otherbusiness as mayproperlycomebefore the membership.
- Themeetingnotificationwill beclearlyposted on the Club website anddistributed via electronic meansto all members at least ten (10)days priorto themeeting.Thenotificationwillcontain alistingof allopen spots forofficerpositionsontheBoardofDirectorsandanybusinesstobevoteduponbythemembersduringthemeeting.
- Ballots for officerelectionsand/or otherbusinesswillbe distributed via paper orelectronic means bytheSecretaryatleastseven (7) days priorto the meeting.
Section 2 Regular Meetingswill be scheduled monthly at a date, time, and place decided by the President, with concurrence of the board, as to be convenientbyamajorityofofficers.Regular Board of Directormeetings shall be open to all general members and the public; however,onlyboardmembersmayvote on issues.
Section 3 Special meetings may be called at the discretion of the President, with at least seven (7) days advanced notice to the General Members. At the direction of the Board, the President may call a special meeting of the Club within seven (7) days on receipt of a written request by five (5) GeneralMembers.
Section 4 Emergency meetings of the Board may be called by any Board member as long as the President is informed prior to the coordination, at a date, time convenient for the majority of the Board, for the benefit and welfare of the Club.
ARTICLE VIII – FINANCIALS
Financialpolicies and procedures shall be guidedbyapprovedaccountingpracticesconsistent with GenerallyAccepted AccountingPrinciples (GAAP) as a processeffectedbytheBoard ofDirectors,management,and otherdesignatedpersonneldesignedto provide reasonableassurance of reliabilityof financialaccounting,effectiveness andefficiencyof operations,andcompliancewith applicableLawsandregulations.
Section1Execution ofInstruments:ThePresident shall have the power to, with Board ofDirectors concurrence, be responsiblefor the financialoperationsoftheorganizationandshallhavethepowertoexecuteonbehalfofandinnameofthe organizationanydeed, contract, bond, debenture, note, orotherobligations orevidencesof indebtedness, or proxy, or otherinstrument requiringthe signatures of theOfficeroftheClub,onebeingthatofthePresident,exceptwherethesigningandexecutionthereof shall beexpresslydelegatedbytheBoardof Directorsto someother officer oragent of the organization.Unless soauthorized, no officer,agent, oremployee shall havepower or authorityto bind the corporation in any way,to pledgeits credit or render it liablepecuniaryforanypurposeor in anyamount without prior Boardof Directors concurrence.
Section2TaxExemptStatus:TheClubisestablishedasanot-for-profitcorporationandshalladheretoallStateofFloridaandFederalrules,statutes,andregulationstoassurecompliancewiththat status.Further, theClub and its Board of Directors shall notconduct, authorize, orsanctionanyactivitythatiscontrarytoorthreatenstheorganization’snot-for-profitstatusat theStateor Federal level.
Section3Reports:TheTreasurerwill be the organization's primaryfinancialofficer.TheTreasurer,with the assistance of President, will be responsibleforroutinefinancial matters. Anannualbudget will be createdandforwarded to theBoard of Directorsfor review andapproval prior to the start of each season.
Section4InternalControls:TheBoardofDirectorswilldesignate,inwriting,whomayopenand/orclosebankaccounts, write checks,make deposits,use electronic paymentmethods, usedebitcards,andhandlecash,onbehalfoftheorganization.Expendituresexceeding$500.00shallrequirereviewbytheBoard ofDirectors on pre-paybasis.
ARTICLEIX– DISCIPLINARYACTIONS,GRIEVANCES,ANDAPPEALS
Section 1 FilingofGrievance orAppeal:Anypartymayappeal or protest thedecision or actions ofanycoach,referee,Board of Director,and/or committeewithin theClub.Theaggrievedpartyshalldelivertheirprotestorappeal,inwriting,totheSecretarywithinseven(7)daysoftheoccurrenceofanyactionordecisionwhichisthesubjectoftheprotestorappeal.Thewrittenprotestorappealshallsetforthinreasonableandfactualdetailthegroundsthattheaggrievedpartyfeels theactionswere inappropriate and/orviolated rules andregulations of theClub orits affiliations.
Section 2Formation of the Committee:All disciplinaryactions, grievances and appeals shall bereviewedbytheDisciplinaryCommittee.TheDisciplinarycommitteeshall be chairedbythe Vice Presidentand consist of the Secretary,Director of Coaching,andappropriateProgramDirector,asdeterminedbytheVicePresident.TheSecretaryshall keep awrittenrecordofall DisciplinaryCommitteeactivitiesandmeetings, as described in Article IV, Section 3.
ARTICLE X – RULESOF PLAY
Section 1Rules ofplayshall conform toFIFA“Laws oftheGame”exceptwheremodified byUSYouthSoccer,FYSA,ortheClub.ModificationsshallbeprovidedtotheClubpriortothestart of the season. The primary consideration in the adoption or assimilation or application of the rule shall be the safe pursuit of the game of soccer in decorum of good sportsmanship. TheBoard ofDirectors shall be responsiblefor promulgatingandimplementingthe Rulesof Play.
ARTICLE XI – AMENDMENTS