BREA SOCCER ASSOCIATION, INC.
ARTICLES AND BY-LAWS
ARTICLE I
NAME AND OBJECTIVES
The name of the Corporation shall be Brea Soccer Association, Inc., hereinafter
referred to as the Corporation or as BSA.
BSA is a non-profit corporation. The purpose of BSA is to organize youth
soccer teams within the community of Brea in order to promote physical
fitness and to encourage positive interaction of all youths in the community
through the development of skills and knowledge of the game of soccer.
BSA is open to and welcomes Members from Brea as well as other local communities.
BSA shall promote youth soccer and provide the opportunity for every willing
and able participant to learn and play the game.
If any item in these By-Laws conflict with the By-Laws of California Youth
Soccer Association – South (“CalSouth”), CalSouth’s
By-Laws will take precedence.
ARTICLE II
ADMINISTRATION
The affairs of the Corporation shall be administered by a Board of Directors
Each member of the Board of Directors shall be an Active Member of the
Corporation.
All organizational powers for BSA shall be exercised by or under the
authority of the Board of Directors. As necessary for the efficient running
of BSA, BSA may authorize a committee to organize and administrate one
of BSA’s levels of play; and, may delegate to such committee the
authority to establish their own governing documents that do not conflict
with these By-laws.
The members of the Board of Directors shall be the President, Vice President,
Director of Coaches, Director of Referees, Director of Field Equipment,
Director of Playing Arrangements, Director of Team Activities, Director
of Competitive Play, Director of Signature Play, Secretary and Treasurer.
The minimum qualifications for a Director shall be the ability to work
with and understand BSA’s By-Laws and other governing documents,
relevant California Corporations Code sections and other applicable California
and Federal laws. Unless specifically designated as a non-voting position,
each Director shall have a vote on all matters subject to vote before
the Board of Directors.
If deemed necessary to effectively conduct business and meet BSA objectives,
BSA may establish up to three additional Board of Director positions during
their annual term of office. Board of Director positions shall be added
only with a four-fifths majority vote of the entire Board of Directors;
such vote shall be taken only at an open meeting of which Members have
received sufficient written notice. The Board of Directors shall consist
of no more than twenty (20) Directors. If likewise deemed necessary, the
Corporation may reduce Board of Director positions to no less than seven
positions, and must retain Officer positions. Board of Director positions
shall be reduced only with a four-fifths majority vote of the voting members
of the Board of Directors; such vote shall be taken only at an open meeting
of which Members have received sufficient written notice.
The Board of Director shall ensure that BSA bookkeeping, accounting and
cost controls are consistent with the generally accepted standards for
bookkeeping, accounting and cost controls for a non-profit corporation
with the income and expenditure levels of BSA.
A majority of the authorized number of Directors shall be necessary to
constitute a quorum for the transaction of business on any Special Meeting.
The Board of Directors shall establish and maintain BSA Rules and Regulations
of Play and BSA General Operating Procedures.
ARTICLE III
OFFICERS
The officers of the Corporation shall be a President, Vice President,
Secretary and Treasurer. The qualifications of the President, Vice President,
Secretary and Treasurer shall include having a working knowledge of relevant
California Corporations Code sections, other California and Federal laws
and rules related to tax exempt non-profit corporations, BSA’s Constitution
and By-Laws, and any other governing documents for BSA. BSA Officers are
members of the Board of Directors and as Directors shall be responsible
for fulfilling the general duties of Directors. Further, Officers shall
be responsible for carrying out the policies of the Board of Directors
on a day-to-day basis.
ARTICLE IV
SECTION 1: GENERAL DUTIES OF DIRECTORS
Each Director shall perform the duties of a director in a manner each
Director believes to be in the best interests of the corporation and with
such care, including reasonable inquiry, as an ordinarily prudent person
in a like position would use.
In performing the duties of a director, each Director shall be entitled
to rely on information, opinions, reports or statements, including financial
statements and other financial data, in each case prepared or presented
by: (1) One or more officers or employees of the corporation whom the
director believes to be reliable and competent in the matters presented;
(2) counsel, independent accountants or other persons as to matters which
the director believes to be within such person's professional or expert
competence; or, (3) a committee of the board upon which the director does
not serve when the director believes the committee is credible and competent.
A Director shall always act in good faith and shall make reasonable inquiry
when the need to inquire is indicated by the circumstances.
Each Director shall be responsible for obtaining the volunteers required
to perform his duties, and shall treat all volunteers fairly and in essentially
the same manner. Every volunteer has a duty to inform the relevant Director
of any perceived unfair treatment and may request that the Board of Directors
hold an open hearing to address allegations of unfair treatment.
SECTION 2: DETAILED DUTIES OF DIRECTORS
A. President
The President shall be the chief executive and presiding officer of the
Corporation. He shall preside, when present, at all meetings of the Corporation,
and shall, in general, have such authority and perform duties as are customary
for presiding officers. He shall also have such other powers and perform
such other duties as may be required of him, from time to time, by the
Board of Directors. He may appoint such committee or committees as authorized
by the Board of Directors with the exception of the Nomination Committee.
He shall be ex officio a member of all committees except the Nomination
Committee. He may be cosigner on checks of the Corporation. He shall,
subject to the approval of the Board of Directors, sign contracts and
make agreements in the name of and on behalf of the Corporation. He shall
be responsible for all compliance issues at the Federal and State levels,
such as the Department of Corporations, IRS, State Board of Equalization,
Franchise Tax Board, Labor Board and any other as prescribed by law. The
President is responsible for creating and presenting to the Board no later
than February a work plan to maintain and strengthen BSA’s working
relationships with the City of Brea, Brea-Olinda Unified School District,
CalSouth, USSF, neighboring soccer organizations, other Brea sport organizations,
local community organizations and local businesses. The President will
bring a copy of the current BSA By-Laws, a copy of all other rules of
the organization and a copy of the current edition of Robert’s Rules
of Order to each meeting.
B. Vice President
The Vice President shall assume the duties of the President in his absence.
He shall be the Chairman of the Protest and Appeals Committee. He may
also serve as Chairman of a committee. He shall be in charge of revisions/amendments
to the By-Laws of the Corporation. He shall be in charge of all events
other than the scheduled calendar events of the Corporation. He may be
cosigner on checks of the Corporation. He shall, with the Director of
Referees submit recommendation to establish, revise, or amend the Rules
and Regulations of the Recreational, Signature and Competitive Play committees.
The Vice President will bring a copy of the current BSA By-Laws, a copy
of all other rules of the organization and a copy of the current edition
of Robert’s Rules of Order to each meeting.
C. Director of Coaches
The Director of Coaches shall insure that a screening process is established
for the selection of team managers and coaches. He shall be responsible
for the education and training of the coaches within the framework of
the Corporation's Rules and Regulations. He shall, with the Registrar,
establish policies for the team formations.
D. Director of Referees
The Director of Referees shall insure that an adequate number of referees
are available for all games. He shall provide for the education, training,
supervision and scheduling of the referees. He shall insure that all equipment
and fields meet the standards of the BSA Playing Rules. He shall be the
Chairman of the Playing Rules Committee and be generally responsible for
the development and welfare of the referees within the framework of the
Corporation's Rules and Regulations. He shall be a duly certified USSF
Referee.
E. Director of Field Equipment
The Director of Field Equipment shall supervise the purchase or acquire
all goals or materials to construct the same, field marking equipment,
goal nets, corner flags and storage containers, subject to the approval
of the Board of Directors. He may incur indebtedness for or otherwise
obligate the Corporation up to a maximum amount that is within the total
cash disbursements authorized by the Board of Directors consistent with
the annual income. He shall provide the distribution, recall and maintenance
of said equipment. He shall be responsible for the laying out and maintaining
of the playing fields.
F. Director of Playing Arrangements
The Director of Playing Arrangements shall provide a schedule for all
practices and games. He is the primary contact with the representatives
of the City of Brea and the Brea school district in regards to field use
and maintenance. He shall maintain competitive standings. He shall perform
required duties as defined herein or as defined in any other governing
document.
G. Director of Team Activities
The Director of Team Activities shall be responsible for the coordination
and training of the team representatives within the Corporation's Rules
and Regulations. He shall be responsible for the establishment of an emergency
telephone communications system. He shall be responsible for coordinating
and scheduling BSA Opening Day events. He shall be responsible for the
organization and coordination of all fundraising activities. He shall
be responsible for the acquisition of uniforms, balls, and trophies. He
shall be responsible for the acquisition and interest of all sponsors.
H. Director of Competitive Play
The Director of Competitive Play shall be the liaison between the Competitive
Play committee and BSA. He shall submit a recommendation to establish,
revise and/or amend the Rules and Regulations of the Competitive Play
committee. He shall bring before the Board of Directors for approval all
recommendations regarding coaches, team managers, trainers and any other
subjects already approved by the Competitive Play committee. He shall
communicate the objectives of the Competitive organization to the Members
and work in “good faith” with the coaches and players of the
recreational and Signature programs to support the development of BSA
players and coaches thus improving their knowledge and skills as it relates
to the game of soccer.
He shall present, as required by the Board of Directors, a financial
report on every team of the Competitive Play committee. This report shall
be presented to the Board of Directors at a Regular Meeting in June or
July. He shall be elected by members of a Competitive Play committee and
approved by the Board of Directors of the Corporation at the first Regular
Meeting following the AGM.
I. Director of Signature Play
The Director of Signature Play shall be the liaison between the Signature
organization and BSA. He shall submit a recommendation to establish, revise
and/or amend the Rules and Regulations of the Signature Play committee.
He shall bring before the Board of Directors for approval all recommendations
regarding coaches, team managers, trainers and any other subjects related
to the advancement and improvement of Signature Play. He shall communicate
the objectives of the Signature organization to the Members and work in
“good faith” with the coaches and players of the recreational
programs and the Director of Club play to support the development BSA
players and coaches thus improving their knowledge and skills as it relates
to the game of soccer
He shall present, as required by the Board of Directors, a financial
report on every team of the Signature Play committee. This report shall
be presented to the Board of Directors at a Regular Meeting in June or
July. He shall be elected by members of a Signature Play committee and
approved by the Board of Directors of the Corporation at the first Regular
Meeting following the AGM.
J. Secretary
The Secretary shall keep a record of the proceeding of the Board of Directors
and of the members and Directors. He shall keep the Corporate Seal. He
shall be responsible for safekeeping of all valuable documents of the
Corporation. He may be cosigner on checks of the Corporation. He shall
serve all notices required by law or the By-Laws of the Corporation, and
in case of his absence, refusal or inability to act; his duties may be
performed by any person whom the Board of Directors may direct. He shall
provide a proposed agenda to each Director no less than 2 days before
a Regular and General Meeting.
K. Treasurer
The Treasurer shall keep and maintain, or cause to be kept and maintained,
adequate and correct books and records of accounts of the properties and
business transactions of the Corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, surplus
and any accounts. The books or accounts shall be, at all reasonable times,
open to inspection of any Director.
The Treasurer shall (a) prepare financial statements on a monthly basis
for the Board of Directors and (b) assist the Board in establishing a
proposed yearly budget prior to the Orientation Meeting.
The Treasurer shall deposit all monies and other valuables in the name
and to the credit of the Corporation with such depositories as may be
designated by the Board of Directors. He shall disburse funds of the Corporation,
as may be ordered by the Board of Directors; shall render to the President
and Directors, whenever they request it, an account of his transactions
as Treasurer and of the financial condition of the Corporation, and shall
have such other powers and perform such other duties as may be prescribed
by the Board of Directors or by these By-Laws. He shall arrange for and
submit all records for an annual audit.
A petty cash shall be allowed with the approval of the Board of Directors.
He shall be bonded by an appropriate institution with the bonding being
paid for by the Corporation.
The Treasurer cannot have direct control over the operation of the BSA
Snack Shack nor any other fundraising activities.
L. Registrar
The Registrar shall be a non-voting Board position. The President shall
interview and appoint the qualified candidates and present to the Board
of Directors for approval. The compensation shall be decided by the Board
of Directors.
The Registrar shall be provided with a computer, applicable software,
fax machine and telephone line for official BSA registration use only.
These items will be returned when the Registrar’s duties are completed
or the terms of this work for hire agreement expires. The Registrar shall
provide the following services for the Corporation:
1) Register all BSA players and coaches and maintain their records for
BSA.
2) Attend all BSA registration sessions and assist with player placement.
3) Respond to all telephone messages left by concerned or inquiring parties
pertaining to the registration of players.
4) Attend BSA Board meetings.
5) Attend all CYSA meetings pertaining to the registration of players.
6) Provide player and administrator cards for those players and coaches
needing them.
7) Maintain an open line of communication with the Board of Directors,
Brea Blaze Board of Directors, Coast Soccer League Board of Directors/staff
and California Youth Soccer Association Board of Directors/staff.
8) Act as a resource for coaches needing temporary or new player cards
or other player registration or transfer information.
9) Submit a schedule of posted office hours.
Mandatory Qualifications
1) Must be at least 18 years of age.
2) Must be able to pass CYSA risk management certification.
3) Must have access to e-mail.
4) Must possess a social security card and California photo identification.
Desired Qualifications
1) Possess good interpersonal skills.
2) Possess good verbal and written communication skills.
3) Possess good organization skills.
4) Possess working knowledge of Registrar’s duties and responsibilities.
5) Possess some computer skills.
ARTICLE V
POWERS OF DIRECTORS
A. General Powers of the Directors
The Board of Directors shall manage the business and exercise all the
powers of the Corporation subject to the restrictions imposed by law,
by the Constitution of the Corporation and by these By-Laws.
B. Specific Powers of the Directors
Without prejudice to such general powers, the Directors shall have the
following powers:
1. To adopt and alter a common Seal of the Corporation.
2. To make and change regulation not inconsistent with these By-Laws,
for the management of the Corporation's business and affairs.
3. To appoint and remove Officers, Directors, agents and employees of
the Corporation as prescribed herein or as otherwise approved; and, to
prescribe duties and fix compensation. .
4. To pay for any property purchased by the Corporation.
5. To designate the time and place of its meetings or to authorize the
President to do so.
6. To select and designate such bank or trust company, as they deem advisable,
as official depository of the funds of the Corporation and to prescribe
and order the manner in which such deposits shall be made and/or withdrawn.
C. Compensation
Unless specifically authorized by BSA, no individual shall receive from
BSA any salary, payment of money or other compensation for individual
service as an Officer, Director, manager, coach or team representative,
or for service on any committee or for any other volunteer activity that
aids and assists in the running of BSA. “Other compensation”
includes any unique non-monetary benefit given to or bestowed on a particular
individual for service rendered to BSA.
Any individual who receives monetary compensation shall receive such
compensation only after the execution of an agreement specifying the terms
and conditions under which the compensation will be paid.
Committees that are established to organize and administrate levels of
play within BSA are delegated the authority to establish separate rules
for payment of monetary compensation as necessary to meet their needs
provided that such monetary compensation is paid from accounts that are
assigned to meet that committee’s specific needs . BSA shall not
set the amount of compensation authorized by such committees, but BSA
retains the authority to prohibit any committee from authorizing any payment
of money or other compensation when such authorization adversely impacts
BSA’s corporate status. The Board of Directors retains the right
during its operative fiscal year to temporarily suspend a committee’s
ability to establish separate rules for payment of monetary compensation
or rescind the authority of a committee to establish separate rules for
payment of monetary compensation upon a showing of good cause.
D. Holding of Office
No officer shall hold more than one office within the Corporation and
no two immediate family members shall serve on the Board of Directors
concurrently.
ARTICLE VI
NOMINATION AND ELECTION OF THE BOARD OF DIRECTORS
A. Nomination and Election
At the Annual General Meeting (AGM) of the Corporation, the Active Members
of the Corporation shall elect a Board of Directors of the Corporation
for the following year.
Nominations and election of the Board of Directors shall be the first
item of new business at the AGM.
Any Active Member of the Corporation in good standing with CalSouth and
BSA may be nominated for one Director position. Any nominee for President
shall have served on the Board of Directors, in a voting position, for
a minimum of one year.
Written nominations with signed consent from the nominee for any Director
position shall be accepted by the Nomination Committee up to 15 calendar
days prior to the AGM. The Nomination Committee shall submit a list of
nominees to the Board of Directors no less than 10 calendar days prior
to the AGM. All qualified nominees will be presented for election at the
AGM.
By way of written ballot, each Active Member shall be entitled to one
vote per Director position. A simple majority of votes of Active Members
present and voting for each Director position shall suffice for electing
each Director. In the event of a tie between candidates nominated for
an office, a runoff election shall be held at the next Board Meeting.
At the time of the runoff election, votes shall be taken until one candidate
receives a simple majority of the votes of those Active Members present
and voting.
Voting by proxy will not be allowed.
B. Term of Office
The term of office for elected officers shall begin the first day of February
following the AGM
C. Conflict of Interest
No Active Member of BSA shall be nominated or elected to any office if
said person is, or may become during the term of said office, in a position
to receive a direct or indirect financial gain from the moneys disbursed
by the Corporation for goods, properties or services, including but not
limited to the supply of uniforms, trophies, insurance, schools of instruction,
equipment, food or beverages or any other materials or service directly
or indirectly to the Corporation from becoming an officer of the Corporation.
This restriction does not apply to paid referees.
ARTICLE VII
REPLACEMENT OF OFFICERS
If a vacancy occurs in the Presidency, a new President shall be elected
by majority vote of the remaining members of the Board of Directors if
a voting quorum exists. If vacancies occurring in the Board reduces the
number of Directors to less than a quorum a Special General Meeting of
the Corporation shall be called. The Secretary, or such other officer
designated by the Board of Directors, shall provide sufficient written
notice to each Active Member of any Special General Meeting or meeting
of the Board of Directors where a vote to fill a Presidential vacancy
will occur.
The entire Board of Directors, or any individual Officer or Director,
may be removed from office as provided for in the California Corporations
Code; or, as otherwise allowed and controlled by California law; or, as
defined in these by-laws if not in conflict with existing laws.
The Board of Directors shall take action against an Officer or Director
when an Officer or Director is negligent in the performance his duties
or willfully fails to fulfill his duties. Except for abandonment as set
forth in these by-laws, every Officer and Director shall be given an open
hearing to determine if removal and replacement is necessary. Written
notice shall be given to all Members in regards to the hearing, and no
active Member shall be denied attendance at an open hearing involving
an action against an Officer or Director.
An Officer or Director must attend at least seventy-five (75%) percent
of the Regular Meetings in a four (4) month period.. If an officer or
director does not attend the minimum number of scheduled Regular Meetings,
he shall be considered negligent in the performance of his duties and
deemed to have abandoned the position. The Board of Directors will immediately
hold a meeting to determine if there is a dereliction of duty and if so,
take the appropriate action.
ARTICLE VIII
MEMBERSHIP
A. General
1. Membership in the Corporation is open to all members of the community
regardless of race, color, or creed.
2. Membership of the Corporation shall consist of Active Members and Participating
Members.
B. Specific
1. Active Members shall be the Officers, Directors, Managers, non-paid
Coaches, non-paid Trainers, Assistant Coaches, Team Representatives, and
Parents or Legal Guardians of registered players
2. Participating Members shall be defined as the following:
· All registered players
C. Right to Vote
Each Active Member shall be entitled to one vote at the AGM of the Corporation.
Participating Members are not entitled to vote on Corporation matters.
Voting by proxy shall not be allowed.
D. Termination of Membership
Any Member may terminate his membership by written notification to the
Secretary of the Corporation.
E. Sanction or Removal of a Member
The Board of Directors shall take appropriate action should it find the
conduct of any member detrimental to: (1) the best interests of BSA; (2)
the purposes for which BSA has been formed; or, (3) the best interests
of soccer. The action must be reasonable, applicable and appropriate to
sanction said member, and can include but is not limited to suspension
for a reasonable period of time from BSA. Any action taken shall require
the approval of a three-fourths majority of the Board of Directors. No
action may be taken by the Board of Directors against any Member unless
the Member is given a hearing as defined in these by-laws.
To deal with allegations of Member misconduct, there shall be a Trial
Board Committee consisting of at least three members, of whom at least
two members should be the Vice President and the Director of Coaches.
Other members can be appointed at the discretion of the Board of Directors,
and can include any Active Member. The Trial Board Committee may choose
to act as the Trial Board for any hearing or may select one or more competent
Active members to constitute the Trial Board. Individuals sitting on a
Trial Board for any given matter shall not have any personal interest
or conflict of interest in the matter being heard.
Any Member may bring allegations of a single specific incident of misconduct
by managers, coaches, referees, players or other individuals shall be
reported in writing to any Director within seven (7) days of the incident.
Charges of any course or pattern of misconduct shall be reported in writing
to any Director within 20 days of the last incident of the pattern or
course of misconduct. “Reported in writing” means the written
allegation is sent to the President via U.S. Postal Service within the
time limits set for reporting incidents.
The Trial Board Committee is responsible for initial investigation to
determine if further action by a Trial Board is required; the initial
investigation shall be completed quickly. If a Trial Board is deemed necessary,
the individual against who misconduct is alleged and all Members will
be given written notice of the hearing date.
All hearings shall be held in accordance with (and in order of precedence
with) these by-laws, operating procedures promulgated by BSA, or as set
forth by Cal South in its PAD Manual.
If warranted, the Trial Board shall recommend to the Board of Directors
in writing that the individual be placed on probation or suspension for
a reasonable period of time. Approval and enforcement of the recommendations
requires a three-fourths majority vote of the Board of Directors.
F. Liability of Members
1. No Member of the Corporation, either Active or otherwise, shall be
personally or otherwise liable for any of the debts, liabilities, and/or
obligations of the Corporation or as otherwise provided by California
law.
2. No Director shall be authorized to sign any contracts or make any agreements
for duration longer than their term of office. Failure to comply with
this section could result in disciplinary action as outlined in Article
VII Replacement of Officers.
G. Term of Membership
1. The term of membership for all Officers and Directors shall be based
on BSA’s fiscal year.
2. The term of membership for all other Members shall be one year from
the date of registration of membership.
ARTICLE IX
MEETINGS
A. Annual General Meeting
The Annual General Meeting (AGM) shall be held on a Saturday no earlier
than October 15th and no later than November 15th. The Board of Directors
shall give no more than 40 days and no less than 20 days written notice
of the AGM. The Secretary, or such other officer designated by the Board
of Directors, shall notify each Active Member in writing of such meeting.
The AGM shall be held for the following purposes:
1. Presentation of the Corporation's status
2. Presentation of a financial report for approval by the voting membership
3. Nomination and election of the Board of Directors
4. Voting on amendments to the By-Laws
5. Disposal of other Corporation business
Written notice of the AGM shall state the place, date and time of the
meeting, the general nature of the business to be transacted, and how
to contact the Board of Directors for further information. The written
notice shall state how a member may obtain each nominee’s Statement
of Qualifications and contact information for each nominee seeking a position
on the Board of Directors. The written notice shall include background
information regarding the purpose of proposed by-law amendments. All valid
statements of qualifications, contact information provided by a nominee,
and background information regarding the purpose of proposed by-law amendments
shall be available on the official BSA website and in a hardcopy form.
The AGM shall start at a designated time no earlier than 10:30 AM but
no later than 12:00 PM. Once the AGM is opened, the first four hours are
solely for distributing and accepting ballots for the vote on the Board
of Directors and any by-law amendments; no other business will be discussed
during those four hours. Nominees for the Board of Directors are not required
to be present for the voting. Voting will close four hours after the AGM
starts. The AGM will then continue until all other business of the corporation
has concluded, including the counting of votes and announcement of the
results of the election.
C. Special General Meeting
Special General Meeting of the Corporation may be called for the purpose
of conducting Corporation business. The Board of Directors may call such
meetings. Written notice of such meetings shall be given by the Secretary
to each Active Member not less than 8 days prior to such meeting.
D. Executive Meetings
1. Regular Meetings - The Board of Directors shall hold Regular Meetings
monthly during the playing season.
2. Special Meeting of the Board of Directors -Special Meetings of the
Board of Directors may be held as needed. Such meetings shall be called
on five day's notice or by three-fourths of the Board of Directors.
3. Call of Meetings - Meetings of the Board of Directors for any purpose
or purposes may be called at any time by the President, or if he is absent
or unable or refuses to act, by a majority of the remaining Directors.
E. Executive Session, also known as Closed Session
The President or a majority of the Board of Directors may call for a
closed session at any duly noticed and constituted meeting of the Board
of Directors for any of the following purposes: (1) recognition and service
awards; (2) discussion of personnel matters regarding employees or independent
contractors when discussion of such matters requires confidentiality;
(3) whether disciplinary action involving any Active Member or member
of the Board of Directors is warranted; (4) financial aid for players;
and, (5) litigation affecting the Corporation. Attendance at closed sessions
shall be limited to Officers and Directors unless the Board of Director
invites a person by agreement of a simple majority vote.
When known in advance, 5 days notice of a Closed Session shall be posted
on the Internet indicating which topic or topics will be discussed. The
minutes of such a meeting shall identify, without further detail, which
topic or topics were discussed.
ARTICLE X
RULES AND REGULATIONS
The Corporation shall adopt a set of rules and regulations. Those covering
the play of the game of soccer shall be entitled "BSA Playing Rules
of the Game". Those relating to the determination of league play,
championship play, establishment of teams and like manner shall be entitled,
"BSA Regulations". The BSA Regulations and the BSA Playing Rules
of the Game shall be adopted annually by a majority vote of the Board
of Directors. The BSA Regulations and the BSA Playing Rules of the Game
may be modified or changed based on a recommendation of the Playing Rules
Committee and the approval of the change by a majority vote of the Board
of Directors.
ARTICLE XI
DONATIONS
The Corporation may accept gifts, legacies, donations or contributions
in any amount and in any form upon such terms and conditions as may be
decided by the Board of Directors.
ARTICLE XII
FISCAL YEAR
The fiscal year shall be from February 1st to January 31st.
ARTICLE XIII
MISCELLANEOUS PROVISIONS
A. Corporate Seal
The Corporate Seal of the Corporation shall be in such form as the Board
of Directors shall determine and contain the name of the Corporation,
the date and state of its creation. Said seal may be used by causing it
or a facsimile thereof to be impressed, affixed, reproduced or otherwise.
B. Primary Office
Should BSA elect to establish a primary office, the office shall be established
and maintained in the City of Brea, County of Orange, and State of California.
BSA shall otherwise maintain a post office box in the City of Brea as
its mailing address.
C. Other Offices
Other offices of the Corporation may be established at such places as
the Board of Directors may, from time to time, designate or the business
of the Corporation may require.
D. Checks, Drafts, Notes
All checks, drafts or other orders for payment of money, notes or other
evidences of indebtedness issued in the name of the Corporation for all
debts of the Corporation shall be signed by either the President, Vice
President, Treasurer or Secretary and countersigned by one other Officer
who is not the signee or by such Directors as shall from time to time
be determined by majority vote of the Board of Directors.
E. Requirement of Notification
Whenever any notice is required by these By-Laws to be given, written
notice is not meant unless expressly so stated. Any personal notice as
required by law shall be by written notice.
Notice for all meetings or hearings are to be in written notice to all
Members unless specifically defined otherwise. Notice requirements for
are as follows:
“Written notice” is:
(a) Notice sent to a member by way of first-class, registered, or certified
mail deposited with the United States Postal Service and sent to the member’s
mailing address on record with the BSA; or,
(b) notice sent to a member delivered by electronic mail when directed
to the member’s electronic mail address on record with the BSA.
Electronic mail shall be sent only to a member recipient who has provided
an electronic mail address and an un-revoked consent to receive notice
by means of electronic mail. When two or more members use the same mail
address or electronic mail address, the sending of a single written notice
to that address shall be deemed written notice to all members who reside
in the household using the electronic mail address.
Copies of all BSA notices will be posted on the BSA Internet website
from the time the written notice issues until at least 10 days after the
event occurs. Electronic copies and hardcopies of all notices will be
retained by the Secretary for a period of three years after removal from
the website.
Notice of all other BSA business, including but not limited to minutes
of meetings and financial information, shall be given as the Board of
Directors deems appropriate and cost effective, including publishing notice
on the BSA internet website, publication in a BSA newsletter or brochure
or letter, or by publication in a generally distributed public or privately
owned newspaper distributed within Brea.
F. Assent to Meeting
Any action of the majority of the Board of Directors of the Corporation
although not taken at a Regular Meeting and with the record thereof if
assented to in writing by all of the other members of the Board, shall
always be as valid and effective in all respects as if passed by the Board
of Directors at the Regular Meeting. The record of any action so taken
shall be posted in the same manner that minutes of meetings are posted.
G. Conduct at Meetings
Meetings shall be governed by Robert's Rules of Order, as such rules
may be revised from time to time insofar as such rules are not inconsistent
or in conflict with these By- Laws, with the BSA Constitution or with
governing law.
H. Tax Exempt Status
The Corporation shall act to maintain its tax exempt status under the
applicable provisions of the Internal Revenue Code.
I. Construction
As used in these By-Laws:
1. The present tense included the past and future tenses, and the future
tenses include the present.
2. The masculine gender includes the feminine and neuter.
3. The singular number includes the plural, and the plural includes the
singular.
4. The word "shall" is mandatory and the word "may"
is permissive.
ARTICLE XIV
AMENDMENTS TO BY-LAWS
Amendments to these By-Laws shall be made in the following manner:
1. Proposals for amendment may be submitted by:
a. A majority vote of the Board of Directors
b. An Active Member of the Corporation with 10 Active Member signatures.
2. Proposals for amendment of these By-Laws shall be balloted upon at
the Annual General Meeting or at any Special Meeting called for such purpose
by the Board of Directors. Such amendments shall be passed by two-thirds
majority of those present and voting at this meeting or by a higher majority
if that amended portion of these By-Laws requires it; it is required by
law or by the BSA Constitution. Written notice of no more than 40 days
and no less than 20 days shall be given to Members in regards to any Special
Meeting called for the purpose of amending the By-laws.
ARTICLE XV
CORPORATION RECORDS AND REPORTS
BSA shall keep at its principal office if one is maintained, or otherwise
keep in the possession of one of its designated Officers, the following:
· Originals or copies which can be verified as true and correct
of all documents which govern the operation of BSA. Such documents include
but are not limited to articles of incorporation, constitution, and by-laws.
· originals or copies which can be verified as true and correct
of all books, actual or electronic checks, and its records of business
and properties.
Documents which govern BSA and the BSA books, checks, records of business
and properties shall be open to inspection by the Directors and Active
Members of BSA in the manner provided by the California Corporations Code
and any other applicable state or federal law.
An improper denial of access is a denial made by BSA, its officers or
directors that runs contrary to applicable law or procedures as defined
by law or in these by-laws. Such a denial shall be deemed a violation
of the duties of directors as defined in Article V., subsection B.
ARTICLE XVI
RATIFICATION
We, the undersigned being Active Members of the Corporation and acting
in the capacity of a Director, hereby assent to the foregoing By-Laws
and adopt the same as the By-Laws of the Corporation.
IN WITNESS WHEREOF, we have hereunto set our hands on this _____ day of
_______________ 20___.
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