Article I-Name,Offices,Andpurpose

BYLAWS AMELIA ISLAND YOUTH SOCCER, INC May 2017

ARTICLE I - NAME, OFFICES, AND PURPOSE Section 1 Name: The name of this corporation is Amelia Island Youth Soccer (AIYS), Incorporated herein referred to as the Club.

Section 2 Offices: The registered office of the corporation, as required by Florida law, is located at the Fernandina Beach Sports Complex club house at the below address.

Amelia Island Youth Soccer, Incorporated 3243 Bailey Road Fernandina Beach, FL 32034

All correspondence shall be mailed to: AIYS P.O. Box 421 Yulee, FL 32041-421

Section 3 Purpose: The purpose of the Club shall be to provide youth soccer education by organizing and executing soccer programs for all ages with the primary goal of development of youth soccer players.

Section 4 Affiliations: The Corporation shall be affiliated with, and be a member of, Florida Youth Soccer Association (FYSA) or any other organization agreed to by the Board of Directors and shall comply with the authority, rules, and guidelines of those bodies. In the event that any provisions of these bylaws, or of the rules and regulations of the Club conflict with the bylaws of FYSA, the bylaws, rules and regulations of FYSA shall prevail.

Section 5 No 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 Article 1, 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.

Section 6 Decisions: Board of Directors shall make all decisions regarding the organization an operation of the club.

ARTICLE II - MEMBERSHIP The membership in the Club shall be by formal association through player enrollment or individual participation while maintaining good standing.

Section 1 General Member: Any person over the age of eighteen (18), who is actively involved and participating in the purpose and objectives of Club and / or the legal parent or guardian of a player of the Club. General members have the right to attend any club meetings; however,

general members do not have the right to vote on Club matters unless duly designated as a voting member.

Section 2 Voting Member: For voting purposes, at the Annual General Meeting, all members in good standing, and who are present, may vote.

Section 3 Officer: Officers are elected by voting members at the Club’s Annual General Meeting to serve on the Board of Directors. To be eligible to serve as an officer, the candidate must be a general member of the Club.

Section 4 Removal: The Board of Directors or Disciplinary Committee may suspend or expel a member for cause after an appropriate hearing, as outlined in these bylaws. A hearing will not be required if the reason for the suspension or expulsion is associated with any legal proceeding.

Section 5 C ompensation 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

ARTICLE III – BOARD OF DIRECTORS Section 1 Purpose: The Club will be governed by a Board of Directors, also referred to as officers. The officers shall have the authority to represent, manage, and conduct business affairs of the Club.

Section 2 Responsibilities: The officers shall enforce the FIFA Laws of the Game, US Youth Soccer Association, Florida Youth Soccer Associates, North Florida Youth Soccer League, and any other organizations designated as an affiliate of the Club. The officers shall adopt operating procedures, including rules and standards of conduct, which allow the operation of the Club. All operating procedures will be consistent with the purpose of the Club, its affiliations, and these bylaws.

Section 3 Composition: The Board of Directors shall consist of elected general members of the Club and consist of the following positions: a. President b. Vice President c. Secretary d. Treasurer e. Director of Competitive f. Director of Recreational

Section 5 Elections 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. Elected officers shall begin board membership the month after the Annual General Meeting. To maintain continuity, the following officers will be elected in even years: 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 6 Removal of Officer: Any officer may resign at any time by giving written notice to the President or the Secretary of the Club. Such resignation shall take effect at the time specified therein. Acceptance of the resignation shall not be necessary to make it effective. Any officer, who misses three (3) consecutive meetings of the Board of Directors, without being excused by the President, shall be conclusively deemed to have resigned. O.a. Any officer may be removed with or without cause by a two-thirds (2/3) vote of the Board of Directors at a Board of Directors meeting, or by a two-thirds (2/3) vote of all voting members during an Annual General Meeting. Any officer whose removal has been proposed shall be afforded the due process by being given an opportunity to address the issue(s) that form the basis for the motion to remove from the board.

Section 7 Indemnification: By resolution to the Board of Directors, any officer, member, or staff member may be indemnified for expenses and costs. This includes attorney's fees, actually and necessarily incurred by the member in connection with any claim asserted against the member by action in court or otherwise, by reason of being or having been a member of the board. This does not include matters in which the member has been found guilty of gross negligence, or misconduct, in respect of the matter in which indemnity is sought.

ARTICLE IV – DUTIES OF THE OFFICERS The duties of the officers in the Board of Directors shall consist of, but are not limited to, the following:

Section 1 President: 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. The President shall ensure that the Club and its officers maintain compliance with all provisions contained within the current conflict of interest policy. 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 duties of the President at any time the President is unable to do so, due to illness or other legitimate reason, and to assist the President in his/her duties at all times. In the event of the resignation or removal from office of the President, the Vice-President shall perform the duties of the President for the remainder of the term. The Vice President shall act as the chairperson of the Disciplinary Committee and shall be responsible for executing all duties associated with discipline, grievances and appeals addressed in Article IX contained herein.

Section 3 Secretary: The Secretary shall keep accurate records of all proceedings of the Club and determine a quorum; post all minutes in such manner for all Club 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; have in their possession the original, current copy of the bylaws and all other Club documentation; keep a complete roster of all Directors, Coaches, and Referees as well as maintain a list of all committees and members. In the absence of the Secretary from any meeting, the senior elected officer present shall appoint any board member to take the minutes in their stead.

Section 4 Treasurer: The Treasurer shall keep an accurate accounting of all funds received and disbursed and make a report of same at the regular meetings or when called upon to do so; execute the payment of debts approved by the Board of Directors; surrender the Club books for inspection and audit at any time requested by any Board Member; and be responsible for filing all applicable IRS non-profit documentation to include tax returns required to maintain non-profit status. O.a....a. 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.

Section 5 Director of Competitive and Director of Recreational: The officers shall be responsible for monitoring all aspects of their respective program, and make reports and recommendations to the Board of Directors concerning that program; to work with the Registrar to ensure that all players (Competitive and U10 and up) have valid player passes prior to the first game of each season (Fall and Spring); and to ensure all coaches have their official team roster prior to the first game of season. The officer shall act as a member of the Disciplinary Committee as necessary.

ARTICLE V – APPOINTED MEMBERS The duties of the appointed members in the Board of Directors shall consist of, but are not limited to, the following:

Section 1 Registrar: 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 2 Director 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 9 Director 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 The Board of Directors may appoint staff positions which will advise and support the Board of Directors in the general operation of the Club. The functions and roles of these staff positions shall be established in writing by the Board of Directors.

Section 1 Compensation: A staff position may receive reasonable compensation as determined by the Board of Directors. Staff positions may be reimbursed for out of pocket expenses or compensated for services rendered in any other capacity to or for the Club, provided however that any such expenses incurred or services rendered shall have been authorized in advance by the Board.

Section 2 Appointment to a staff position : The Board of Directors shall appoint an individual to a staff position to support the Club operation as vacancies occur by simple majority vote. Appointed staff shall begin membership immediately upon appointment. a. The term for an appointed staff position shall be for one (1) year, or as specified in their written agreement. Appointed staff members may be re-appointed for consecutive terms.

Section 3 Termination from a staff position : Any person assigned to a staff position may resign at any time by giving written notice to the President or the Secretary of the Club. Such resignation shall take effect at the time specified therein. Acceptance of the resignation shall not be necessary to make it effective. a. Any person assigned to a staff position may be removed with or without cause by a vote of two-thirds (2/3) member of the Board of Directors.

ARTICLE VII – GENERAL MEMBERSHIP MEETINGS Section 1 Annual General Meeting (AGM) : The AGM shall be held prior to the end of the spring soccer season on a day to be determined by the Board of Directors. The AGM shall be held for the purpose of electing the Board of Directors and to conduct such other business as may properly come before the membership.

a. The meeting notification will be clearly posted on the Club website and distributed via electronic means to all members at least ten (10) days prior to the meeting. The notification will contain a listing of all open spots for officer positions on the Board of Directors and any business to be voted upon by the members during the meeting.

b. Ballots for officer elections and/or other business will be distributed via paper or electronic means by the Secretary at least seven (7) days prior to the meeting.

Section 2 Regular Meetings will be scheduled monthly at a date, time, and place decided by the President, with concurrence of the board, as to be convenient by a majority of officers. Regular Board of Director meetings shall be open to all general members and the public; however, only board members may vote 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) General Members.

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 Financial policies and procedures shall be guided by approved accounting practices consistent with Generally Accepted Accounting Principles (GAAP) as a process effected by the Board of Directors, management, and other designated personnel designed to provide reasonable assurance of reliability of financial accounting, effectiveness and efficiency of operations, and compliance with applicable Laws and regulations.

Section 1 Execution of Instruments: The President shall have the power to, with Board of Directors concurrence, be responsible for the financial operations of the organization and shall have the power to execute on behalf of and in name of the organization any deed, contract, bond, debenture, note, or other obligations or evidences of indebtedness, or proxy, or other instrument requiring the signatures of the Officer of the Club, one being that of the President, except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the organization. Unless so authorized, no officer, agent, or employee shall have power or authority to bind the corporation in any way, to pledge its credit or render it liable pecuniary for any purpose or in any amount without prior Board of Directors concurrence.

Section 2 Tax Exempt Status: The Club is established as a not-for-profit corporation and shall adhere to all State of Florida and Federal rules, statutes, and regulations to assure compliance with that status. Further, the Club and its Board of Directors shall not conduct, authorize, or sanction any activity that is contrary to or threatens the organization’s not-for-profit status at the State or Federal level.

Section 3 Reports: The Treasurer will be the organization's primary financial officer. The Treasurer, with the assistance of President, will be responsible for routine financial matters. An annual budget will be created and forwarded to the Board of Directors for review and approval prior to the start of each season.

Section 4 Internal Controls: The Board of Directors will designate, in writing, who may open and / or close bank accounts, write checks, make deposits, use electronic payment methods, use debit cards, and handle cash, on behalf of the organization. Expenditures exceeding $500.00 shall require review by the Board of Directors on pre-pay basis.

ARTICLE IX – DISCIPLINARY ACTIONS, GRIEVANCES, AND APPEALS Section 1 Filing of Grievance or Appeal: Any party may appeal or protest the decision or actions of any coach, referee, Board of Director, and/or committee within the Club. The aggrieved party shall deliver their protest or appeal, in writing, to the Secretary within seven (7) days of the occurrence of any action or decision which is the subject of the protest or appeal. The written protest or appeal shall set forth in reasonable and factual detail the grounds that the aggrieved party feels the actions were inappropriate and/or violated rules and regulations of the Club or its affiliations.

Section 2 Formation of the Committee: All disciplinary actions, grievances and appeals shall be reviewed by the Disciplinary Committee. The Disciplinary committee shall be chaired by the Vice President and consist of the Secretary, Director of Coaching, and appropriate Program Director, as determined by the Vice President. The Secretary shall keep a written record of all Disciplinary Committee activities and meetings, as described in Article IV, Section 3.

ARTICLE X – RULES OF PLAY Section 1 Rules of play shall conform to FIFA “Laws of the Game” except where modified by US Youth Soccer, FYSA, or the Club. Modifications shall be provided to the Club prior to the start 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. The Board of Directors shall be responsible for promulgating and implementing the Rules of Play.

ARTICLE XI – AMENDMENTS Section 1 Proposal of an Amendment: Any member in good standing may submit amendments to the bylaws to the Board of Directors for approval. Section 2 Bylaws shall be adopted and may be changed , amended and repealed only by the approval of two-thirds (2/3) of the Directors. Bylaws shall be consistent with law for the purpose of the administration and operations of the affairs of the club.

ARTICLE XII – DISSOLUTION Section 1 The Club shall establish procedures for the dissolution of the organization in the event such action becomes necessary in accordance with the laws of the State of Florida and Articles of Incorporation. The Club shall be required to distribute all assets to one or more organizations that have as their goal the advancement of youth soccer and hold the tax exempt status as provided under Section 501(c)(3) of the IRS code.

ARTICLE XIII – RATIFICATION Page 9 Pursuant to the requirements contained herein, this revision of the bylaws is hereby ratified on this day, and shall be in effect until amended and/or cancelled, beginning on 1 May 2017.