HARRISON YOUTH SOCCER CLUB INC.
Article I – Name
The name of the corporation shall be the HARRISON YOUTH SOCCER CLUB INC., d/b/a either (x) Harrison FC, (y) HFC, or (z) Harrison Travel Soccer Club.
Article II - Purposes
The objective of the corporation (sometimes referred to as the "Club" or "HYSC") is to promote and foster the growth of the game of soccer among the children of the Town and the Village of Harrison, New York (collectively, the “Town”). Without limiting the generality of the foregoing objective, the principal purposes of the Club are to (a) govern, promote, and further develop the game of soccer among the Town’s children; (b) teach and train soccer players, coaches, referees and administrators; (c) promote good sportsmanship and develop leadership qualities among players, coaches, parents and spectators; (d) develop physical fitness and mental alertness among the youth of the Town; (e) provide an enjoyable recreational activity; and (f) to do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof.
The Club has been formed exclusively for educational and charitable purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as may be amended from time to time. The Club has not been formed for pecuniary profit or financial gain, and no part of the assets, income or profits of the Club is distributable to, or shall inure to the benefit of, its members, directors or officers, except to the extent permitted under federal and New York State law.
Membership; Eligibility of Players and Coaches; Membership Dues
1. Any individual eighteen years of age or over may become a regular member of the Club by being a parent of a registered player, a head coach of an HYSC team or a member of the Club’s Board of Directors.
2. All children residing in the Town, or who are eligible to attend public schools in the Town, or who are otherwise eligible to play soccer in a program sponsored by the Town’s Department of Recreation, are eligible to play on an HYSC team. Upon the prior approval of the Board of Directors at its discretion, other children shall be eligible to play on an HYSC team.
3. Assignment of head coaches to HYSC teams shall be handled by the President and approved by a majority vote of the Board of Directors. All head coaches must be 21 years of age or older. All head coaches must either be residents of the Town, or the parents of children who are eligible (or otherwise approved by the Board of Directors) to play on a HYSC team. Club coaches may not coach more than two (2) travel teams concurrently. All coaches, including assistant coaches, serve at the discretion of the Board of Directors and are responsible for adhering to all the rules and regulations promulgated from time to time by the Board of Directors and by the league(s) in which HYSC teams play. Head coaches are encouraged to solicit responsible help such as: assistant coaches and/or team managers. Coaches shall allow only current registered players to participate in club activities. All coaches are expected to conduct themselves in a professional and respectable manner at all times.
4. Membership registration requirements and fees shall be set annually by the Board of Directors. In addition, the Board of Directors shall have the power and authority to impose special assessments upon Club members in order to cover unanticipated or special expenses.
ARTICLE IV - CORPORATION MEETINGS
1. The annual meeting of the members of the Club shall be held each year on any weeknight designated by the President upon a thirty (30) day prior notice. Meetings shall be held within the Town or in close proximity to the Town as the President shall authorize. The purposes of the meeting shall be to elect a Board of Directors (when such elections are required pursuant to these By-Laws) and to receive annual reports from the Club’s officers and directors.
2. Special meetings may be held at any time on the call of the President of the Club, or on a call of a majority of the Board of Directors.
3. Notice of the annual meeting or of any special meeting may be provided by electronic mail or simply through the publication of such notice on the Club’s official website. Any such notice or publication shall be given not less than ten (10) days nor more than one-hundred-eighty (180) days before the date of the meeting. Notice of a special meeting shall state the time and place of the meeting, the purpose or purposes for which the meeting is called, and who is calling the meeting
4. Fifteen (15) regular members shall constitute a quorum for all meetings of the Corporation. Each regular member present shall be entitled to one vote, with a maximum of one ballot per family. Voting by proxy shall be permitted but only with a two (2) day prior written (or email) notice to the President. Elections shall be determined by a plurality of those voting if a quorum is present. By-Laws shall be amended only by a three-fourths (3/4) majority of those voting provided that the affirmative votes cast in favor of any such action shall be at least eleven (11) votes. Any other action of any meeting shall be determined by a majority of those voting if a quorum is present.
5. The President shall preside over the meetings and Roberts' "Rules of Order, Revised" shall govern the procedure at all meetings.
Article V – Board of Directors
1. The Board of Directors shall control and manage the affairs of the Club in accordance with the Certificate of Incorporation and these By-Laws; and shall have power to authorize all acts on behalf of the Club to the full extent allowed or required under applicable law. Without limiting the generality of the foregoing, the Board of Directors shall have the following powers:
(a) Elect or remove Officers of the Club in accordance with the provisions of these By-Laws:
(b) Adopt a budget and authorize the Club’s officers to incur expenses on behalf of the Club;
(c) Adopt guidelines or rules governing the conduct of teams, players, coaches, parents and all other Club members;
(d) Adopt rules and regulations governing eligibility for participation in Club teams and Club sponsored events;
(e) Designate age limits in competition and adopt rules and regulations governing tryouts, player selections and team placement;
(f) Establish qualifications for and adopt guidelines or rules with respect to the selection of teams, Coaches, Assistant Coaches and Managers;
(g) Expel, fine, suspend or, if deemed appropriate, reinstate any individual, including any player or Coach to the extent deemed to be in the best interest of the Club as determined by the Board of Directors in its discretion;
(h) Establish rules governing the finances of individual HYSC teams and the rights of Coaches or Managers to impose assessments on individual players for team purposes;
(i) Decide whether or not the Club should sponsor or participate in one or more leagues, set up rules related thereto, and enforce the rules and regulations of such leagues and the associations with which such leagues are affiliated; and
(j) Decide how to address any violations of the "Laws of the Game", and the rules and regulations of associations to which leagues in which the Club participates are affiliated.
2. The Board of Directors shall be comprised of at least five (5) members, but not more than nine (9) members. The specific number of Directors shall be fixed by a majority vote of the members at the annual meeting during which a new Board of Directors is to be elected. The Board of Directors shall include each person who has the office of President, Secretary, Registrar, Treasurer and Field Coordinator (Executive Directors) and may also include other eligible members of the Club (Non-Executive Directors).
3. A quorum shall be constituted by a majority of the entire Board of Directors. Once a quorum has assembled, business may be conducted and decided by a majority vote of those Directors present. Any one or more members of the Board of Directors may participate in a Board of Directors meeting by means of a telephone conference or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence at a meeting. The Board of Directors may act by ballot, by mail, by telephone, by e-mail or otherwise as it may determine. In the event of a tie vote, the Club President may break the tie.
4. The Board of Directors shall meet at least once every three (3) months at such time, place and location agreed to by a majority of the Board of Directors. Special meetings may be called by the President or by any two Directors at any time upon five (5) prior notice to all the other Directors.
5. All Board Directors shall serve without compensation.
6. Any Director may be removed from office by the affirmative vote of a majority of the Board of Directors with or without cause. Any Director may also be removed for cause by a majority vote of the members of the Club at annual meeting or at a special meeting of the Corporation called in accordance with these By-Laws.
7. Between scheduled elections by the members of the Corporation of the Board of Directors as specified in Article VI below, Board and corresponding Officer vacancies shall be filled by the affirmative vote of a majority of the members of the Board of Directors. Such vacancies may be filled only for the term remaining prior to the next scheduled Board of Directors elections.
Article VI – Nominations for Board of Directors; Elections
1. Each Board of Directors shall be in office and serve for a term of three (3) years, without any term limits. Unless any are earlier removed pursuant to these By-Laws or otherwise resign, the initial Directors will remain in office until June of 2009 at which time a new Board of Directors elected by the members of the Club shall assume office and responsibility.
2. At least one month before the corporation’s annual members meeting at which a new Board of Directors is to be elected, the President shall appoint a Nominating Committee comprised of at least five (5) members of the corporation, which Nominating Committee may include Directors. The Nominating Committee shall present to the members at the annual meeting of the Corporation at which a new Board of Directors is to be elected the names of the persons nominated for the position of Directors of the Club.
3. To be considered for the position of a Director, a person must submit to the Nominating Committee an expression of interest for his/her election to the Board of Directors of the Club. Only individuals that (x) have been active members of the Club in good standing for a period of at least the prior six (6) month period and (y) can demonstrate their ability and commitment to assume Club management responsibilities in a competent, responsible and reliable manner as reasonably determined by the Nominating Committee can be considered qualified for nomination or election. A Director need not be a Coach of an HYSC team.
4. All nomination requests to a Board of Directors position must be sent to the Nominating Committee in writing via email to the President or by letter post-marked no later than five days prior to the annual meeting of the Corporation at which a new Board of Directors is to be elected.
Article VII - Officers
1. The Officers of the Club and their duties and responsibilities shall be as follows:
President: The President shall preside at all meetings of the Club and of the Board of Directors. The President shall be entitled to be a member of all committees created by the Board of Directors, with full right to vote therein.
The President shall perform all duties commonly performed by the chief executive of a voluntary organization, or as may be assigned to him or her by the Board of Directors. The President shall be responsible for the general management of the affairs of the Club and shall see that all orders and resolutions of the Board of Directors are implemented.
The President shall have the power to authorize the payment of expenses and to incur liabilities that have been included in the most current budget approved by the Board of Directors. Absent an emergency or the expenditure of a nominal sum, all expenses not included in an approved budget for the Club require the approval of the Board of Directors.
Subject to Board approval, the President shall designate any other Club Officer or Director as her or his Vice President to perform all the duties of the President during the President’s absence or disability, and that officer or Director shall succeed to the office of President in the event of withdrawal or resignation of the President for any reason, until a new President is appointed and elected.
Secretary: The Secretary shall keep the corporate records of the Club and support the administrative and financial operations of the Club with the guidance of the President and Treasurer respectively. The Secretary shall oversee the operation of the Club website, for which he or she may designate a Website Coordinator subject to the concurrence and approval of the Board of Directors. The Secretary shall also perform the usual duties of such office, and be subject to the directions of the President and the Board of Directors.
Registrar: The Registrar shall organize the registration of players, teams and coaches, maintain up-to-date membership lists and rosters of players for all HYSC teams, and coordinate and supervise the registration of players and teams with leagues. The Registrar shall pass along to the Treasurer(s) all funds received in connection with the registration process, and work with the Treasurer and other Officers to develop and maintain accurate rosters and membership information. The Board of Directors may appoint an Assistant Registrar or one or more registrars with respect to one or more specific leagues to perform such duties as may be assigned to him or her by the President or the Board of Directors.
Treasurer: The Treasurer shall receive all registration fees and shall have the care and custody of all the funds of the Club, which shall be disbursed by the Treasurer only upon the authorization of the President which shall be given in accordance with the Budget or other disbursement request approved by the Board of Directors. The Treasurer shall submit reports at meetings of the Board of Directors and shall render special reports whenever requested to do so by the President or the Board of Directors. The Treasurer shall deposit all funds in the name of the Club in such bank or banks as may be designated by the Board of Directors.
Accurate and complete records of all financial transactions shall be kept by the Treasurer in accordance with good bookkeeping practices and state and federal regulations. The Treasurer shall also keep the corporate records of the Club and ensure that any required tax forms are properly filed.
The Treasurer shall also oversee the purchase of uniforms and equipment for the Club. The Board of Directors may appoint an Equipment Coordinator to assist the Treasurer in the management of uniform and equipment matters.
Field Coordinator: The Field Coordinator shall represent the Club in its dealings with the Harrison Recreation Department and the Harrison Central School District’s Athletic Department to secure the use and maintenance of town fields and facilities. Subject to the approval of the Board of Directors, the Field Coordinator may also facilitate arrangements for Club teams to rent field space and/or indoor gym facilities.
2. The Board of Directors shall have the right and power to create and rescind, from time to time, other office positions and designate, elect and terminate officers to such positions. Such offices may include Uniform and Equipment Coordinator, Website Coordinator, League Representative, Referee Coordinator, Coach Coordinator and such other office as may be designated by the Board of Directors in its reasonable discretion.
3. The Club Officers for each of the positions specified in Section 1 of this Article VII shall serve for a term of three (3) years, without term limits. The officer position of each Executive Director shall be as designated by the Board of Directors at the first Board of Directors meeting held immediately following the annual meeting of the Corporation in which a new Board of Directors has been elected. Vacancies in the officer positions specified in Section 1 of this Article VII shall be filled in accordance with the provisions of Section 7 of Article V. Executive Directors may hold more than one officer position.
4. Officer positions among the Executive Directors may be changed with or without cause and Executive Directors maybe removed or replaced, all by a majority vote of the Board of Directors. The removal and replacement of Executive Directors shall be conducted in accordance with the provisions of Section 6 and 7 of Article V.
5. All officers shall serve without compensation, but they shall be entitled to reimbursement of all reasonable out of pocket expenses incurred by them in the performance of their duties.
Article VIII - Fiscal Year
The fiscal year of the Club shall be from June 1 to May 31.
Article IX – Decision-making; Recusal; Grievances
Apart from generally applicable Club policies and procedures and notwithstanding any provision to the contrary set forth in these By-Laws, a determination by the Board of Directors of any Club matter relating to a particular team(s) or age group(s) shall be made by a majority vote of such Directors who do not have a child on the affected team(s). Grievances with respect to individual coaching matters or teams may be referred directly to the Board of Directors through the grievance process posted on the Club website and set forth in the Parent Handbook. All determinations by the Board of Directors shall be final.
Article X – Indemnification
The corporation shall, to the fullest extent permitted under the laws of the State of New York, as the same may from time to time be amended, (i) indemnify the Officers and Directors from and against any and all judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys' fees, actually and necessarily required by such Officers and Directors as a result of any action or proceeding relating to Club business, or any appeal therein, to the extent such amounts may be indemnified under said laws, and (ii) pay to any Officer or Director in advance of the final disposition of any civil or criminal action or proceeding related to Club business, the expenses incurred by such Officer or Director in defending such action or proceeding.
The indemnification and advancement of expenses provided for herein shall not be deemed exclusive of any other rights to which the Officer or Director seeking indemnification or advancement of expenses may be entitled under any agreement, vote of disinterested Directors, or otherwise, and shall continue as to a person who has ceased to be an Officer or Director and shall inure to the benefit of the heirs and personal representatives of any Officer or Director seeking indemnification.
Article XI – Amendments
These By-Laws may be amended or revised in accordance with Section the members in accordance with Section 4 of Article IV.