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Bylaws

FOOTSKILLS SOCCER CLUB

 BYLAWS

 

ARTICLE ONE: NAME AND MISSION

 

The name of this corporation is FOOTSKILLS SOCCER CLUBThe goal of the Footskills Soccer Club (FSC)  Riptide is to promote quality competition soccer for boys and girls of all ages residing in Falmouth and its surrounding communities.

 

                       To affect the foregoing purposes of this Corporation, the Corporation shall have such powers as are conferred upon non-profit Corporations by the Maine Non-Profit Corporations Act, provided      that:

 

  1. No part of the net earnings of the Corporation shall inure to the benefit of any member, Director, officer of the Corporation or private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes). No member, Director, officer of the Corporation or private individual shall be entitled to share in the distribution of any corporate assets upon dissolution of the Corporation;

 

  1. No substantial part of the activities of the Corporation shall be carrying on propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office; and

 

  1. The Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by any organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 and the regulations there under as they now exist or as they may hereafter be amended. The CLUB shall maintain its tax-exempt status under the Internal Revenue Code.

  

ARTICLE TWO: ORGANIZATION, DIRECTORS AND AFFILIATION

 

A. Organization.  The governing body of the Club shall be a Board of Directors, which shall elect and direct the actions of the Club's Officers.

 

B. Number and Qualification.  The Board of Directors shall be established and elected by the Board itself annually, and consist of no less than 5 nor more than 15 members.

 

C. Manner of Election.   The members of the initial Board of Directors shall hold office until the first annual meeting of the Directors and until their successors have been elected and qualified.   Election to the Board shall be with the advice and consent of the majority of the existing Board of Directors.

 

D. Term.  Each Director shall hold office following his/her appointment until the next annual meeting, at which time his/her successor has been elected and qualified.

 

E.  Duties and Powers.   The business of the Club shall be managed by a Board of Directors, which may exercise all the powers of the corporation except as otherwise provided by law, by the Articles of Incorporation or by these By-Laws.  In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled. Generally, the duties of the Board of Directors shall be to formulate policy, supervise the operation of the Club and exercise control and management of the affairs of the Club. To carry out such functions, the Board shall elect Officers of the Club and establish such committees as it deems necessary. The Directors shall in all cases act as a Board, regularly convened, and in the transaction of business, the act of a majority present at a duly convened meeting shall be the act of the Board, provided a quorum is present.

 

F.  Vacancies.   Any vacancy in the Board of Directors, including a vacancy created by an increase in the number of Directors, may be filled by a majority of the remaining Directors, or by a sole remaining Director, at any special meeting or regular meeting which shall be called f or that purpose and other purposes.

 

G.   Removal.   Any Director may be removed either with or without cause, at any time, at a special meeting of the Directors called expressly for that purpose.  Any Director may resign by delivering his or her written resignation to the Club President.  Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

 

  1. Compensation.  No compensation shall be paid to any Director of the Club, except in the case of an Officer entitled to compensation in accordance with the terms of Article Three below.

 

Affiliation

 

Section 1.        This Corporation shall maintain affiliations with Soccer Maine, (United Soccer Federation of

                        Maine), the United States Soccer Federation (USSF), and the United States Youth Soccer 

                        Association (USYSA).

 

Section 2.        The USSF, USYSA, and Soccer Maine Articles of InCorporation, 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 Maine State law. The CLUB and its members will abide by those Articles, By-Laws, policies, procedures, and requirements of Soccer Maine.

 

Section 3.        The By-Laws of the CLUB and other governing documents will be provided annually to Soccer Maine. The CLUB will allow Soccer Maine to review the documents and procedures of the CLUB, on request of Soccer Maine, not less than once every four years, to determine compliance with USSF, USYSA, and Soccer Maine By-Laws.

  

ARTICLE THREE: OFFICERS

 

A. Number and Qualification.  The Officers of this Club shall consist of a President, a Vice President, a Secretary, a Treasurer, and such other Officers as the Board of Directors may from time to time determine.    The President and the Vice-President must be Directors; other officers need not be Directors. Any individual may hold two (2) offices by vote of the Board of Directors, providing it is not in conflict with any state law.

 

B. Election.  The Officers shall be elected annually by the Board of Directors at its annual meeting.

 

C.  Term of Office.  All Officers shall hold office until their successors have been duly elected and have qualified, or until removed as hereinafter provided.

 

D. Vacancies.  All vacancies in any office shall be filled promptly either at regular meetings or at a special meeting called for that purpose.

 

E. Removal.  Any Officer may be removed by a majority vote of the Board of Directors with or without cause whenever in its judgment, the best interests of the Club will be served thereby.

 

F. Compensation.  Compensation may be paid to an Officer of the Club only upon the Directors' approval of a specific resolution with respect to the compensation proposed.

   

ARTICLE FOUR: DUTIES OF OFFICERS

 

A.   The President acts as the Chairperson of the Board of Directors and shall act as the chief executive in all work and policies of the Club. The President shall preside at all meetings of the Directors at which he or she is present, report at the annual meeting of the Directors on the condition of the status of the Club, cause to be called regular and special meetings of the Directors in accordance with the requirements of statute and of these By-Laws, sign and execute all contracts in the name of the club, (with the Treasurer) may sign all notes, drafts, or other orders for the payment of money, enforce these By-Laws, perform all the duties incident to his or her office which are required by law, and, generally, shall manage the affairs of the Club consistent with policies developed by the Board of Directors.

 

B.   The Vice President shall discharge the duties and obligations and be vested with the power and authority of the President in the President's absence.

  

C.  The Secretary shall have the care and custody of the books and records of the Club. He or she is responsible for a true and accurate recording of the transactions of the Board of Directors, if any, unless some other secretary of that meeting is appointed. He or she shall certify the transactions of the Club in whatever form may be required to authenticate its affairs. He or she shall further perform all duties incident to the office of Secretary of the Club, including making such reports as the Board of Directors may require, and discharging such other duties as the Board of Directors may impose. An assistant secretary or other individuals acting under the Secretary's supervision and direction may discharge the duties of the Secretary.

 

D.  The Treasurer shall have the care and custody of and be responsible for all the funds of the Club, and shall deposit such funds and any securities in the name of the Club in such banks or savings institutions as the Board of Directors may designate. He or she shall make, sign and endorse in the name of the Club all checks, drafts, notes and other orders for the payment of money, and pay out and dispose of such funds as directed by the President or Board or Directors. He or she shall make, sign and endorse any applications for loans or advances to the Club at its direction. He or she shall keep accurate books and records of account for all the business transactions of the Club, which records shall remain, at all times, the property of the Club. He or she shall render a full financial report of the business affairs and standing of the Club to the Directors at the annual meeting.   He or she shall further perform all duties incident to the office of Treasurer of the Club and such further duties relating to the financial affairs of the Club as may be assigned by the Board of Directors.

  

ARTICLE FIVE: MEETINGS

 

A. Meetings.  The Board of Directors shall meet annually for the election of the Directors and appointment of Officers, and for the transaction of any other business on the first Tuesday of June in each year, beginning with the year 2010. Other regular meetings of the Board of Directors may be fixed at such times and places as the Board may from time to time determine. Special meetings of the Board of Directors may be called by the President or by written request of any two Directors. The Directors may adopt such rules and regulations for the conduct of their meeting and the management of the Club as they may deem proper, not inconsistent with the law or these By-Laws.

 

B. Notice of Meetings.  Regular meetings of the Board may he held without notice, if the time and place of the meetings are fixed by the Board.  Notice of special meetings shall be sent to each-Director by United States Mail addressed to the Director at his or her last known post office address at least three (3) days before the meeting. Notice of a meeting of Directors need not be given to any Director who signs a waiver of notice, either before or after the meeting. Actual presence of a Director at any meeting shall constitute a waiver of any notice above provided as to such Director. 

 

  1. Place of Meeting.  The Board of Directors may hold its meeting within the State of Maine at such place as

may be designated by the Board.

 

D.  Quorum.  At any meeting of the Board of Directors the presence of a majority of the Directors then in office shall be necessary to constitute a quorum for the transaction of business. Should a quorum not be present, a lesser number may adjourn the meeting to some further time.

 

E.  Voting. At all meetings of the Board of Directors, each Director shall have one vote.

 

  1. Action by Consent.  Any action by the Directors may be taken without a meeting if a written consent thereto

is signed by all the Directors and filed with the records of the Directors' meetings.  Such consent shall be treated as a vote of the Directors for all purposes.

  

ARTICLE SIX: ACCEPTANCE OF GIFTS

 

The Board of Directors or any officer may from time to time, on behalf of the Club, accept gifts of money, securities or other property in the name of the Club or of such nominee or nominees as the Board of Directors may appoint, and may collect and receive the income thereof and devote the principal or income of such gifts to such benevolent or charitable purposes within the scope of the activities of the Club as the Board of Directors may determine. The Board of Directors may enter into an agreement with any donor to continue to devote the principal or income of his or her gift to such particular purpose as the donor may designate, provided that such purpose is duly approved or ratified by resolution of the Board, and after such agreement, the principal or income of that particular gift shall be devoted in accordance with such agreement for the time specified therein.

  

ARTICLE SEVEN: DIRECTOR'S CONTACT WITH EMPLOYEES

 

The Board of Directors shall take all necessary steps to ensure that no employee of the Club may be terminated for contacting a Director or Directors. Directors shall not preclude contact between employees of the Club and members of the Board of Directors.

  

ARTICLE EIGHT “ MEMBERSHIP

 

Section 1.        Non-Discrimination.  Membership in this club shall not be denied to any individual because of race, color, age, religion, national origin, ethnic identity, parental or marital status, sex or sexual orientation. The CLUB will adopt and follow Soccer Maine policies prohibiting sexual and physical abuse.

 

Section 2.        Suspension:  The rights and privileges of any member player, member coach, trainer, manager, administrator, or official may be suspended for cause by majority vote of the Board of Directors..

   

 ARTICLE NINE: MEMBER DISCIPLINE AND DISPUTES 

Section 1.        The rights and privileges of a member player, member coach, trainer, manager, administrator, or   official may be suspended for cause by the President or the Board of Directors. Cause for the suspension of the rights and privileges of a member, coach, trainer, manager, administrator, official or a member player may include, but it not limited to; the failure of the person (or his or her parent or guardian) to complete the registration or re-registration procedures or to pay the appropriate registration or re-registration fee or such other fees as may be required or such other procedures as may be required to be followed by a member club or member league as a condition of membership and participation in the club or league.

 

Section 2.        Any member whose rights and privileges are suspended may appeal to the Board of Directors by submitting to the Board within 10 days of the suspension a written appeal stating the basis of the appeal. Thereafter, the Board may take such action as in its sole discretion may deem appropriate. It shall provide a written decision of the appeal within 30 days of receipt of the appeal.

ARTICLE TEN: INDEMNIFICATION

 

The Club shall in all cases indemnify any person who shall be threatened with or become a party to any suit or proceeding, whether civil, administrative or criminal, by reason of the fact that he/she or was a Director or Officer of the Club, against expenses, including attorney's fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such suit or proceeding.  No indemnification shall be provided for any person with respect to any matter as to which he or she has been finally adjudicated in any action, suit or proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Club or, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. Indemnification shall be made by the Club upon a determination by the Club that indemnification is proper under the circumstances.

 

ARTICLE ELEVEN:   COMMITTEES

 

The Board of Directors may create standing and special committees with such power and duties as the Board of Directors may determine.

 

ARTICLE TWELVE: AMENDMENTS

 

These bylaws may be amended at any annual, regular, or special meeting of the board of directors by the affirmative vote of a two-thirds' majority of the Board of Directors, provided that notice of the proposed amendment be given in writing to all of the Directors at least 7 (seven) days before the meeting.

 

Amendment Record:

 

Adopted:  June 3, 2010