PETOSKEY YOUTH SOCCER ASSOCIATION

 

BY-LAWS

 

ARTICLE I

 

NAME AND PURPOSE

 

Section 1.        NAME

The name of the organization shall be the PETOSKEY YOUTH SOCCER ASSOCIATION hereinafter called PYSA.

 

Section 2.        PURPOSE

It shall be the purpose of the PYSA:

 

A.        To provide a comprehensive youth soccer program for all youth within our defined geographic boundaries.

B.         To encourage and provide for parental and community support in the instructional and competitive aspects of a youth soccer program.

C.        Through such a program, to support the growth and development of our youth and the development of the sport of soccer.

D.        PYSA shall not discriminate nor condone discrimination on the basis of race, color, creed, national or ethnic origin.

E.         PYSA shall be an affiliated league of and comply with the authority of the Michigan State Youth Soccer Association (MSYSA) and the United States Youth Soccer Association (USYSA) and the United State Soccer Federation (USSF).

 

ARTICLE II

POWERS AND RESTRICTIONS

 

Section 1.          POWERS

To carry out the above purposes, PYSA shall have the power:

 

A.        To solicit and receive grants, contributions, and other property.

B.         To enter into contracts.

C.        To engage needed personnel and services.

D.        To transfer, hold or invest in such real or personal property as may be required to              carry out the above-mentioned purposes of this corporation.

E.         To do all acts necessary to carry out the above purposes.

 

Section 2.        RESTRICTIONS ON POWERS

 

A.        No part of the money or other property received by the corporation from any source, including its operations, shall inure to the benefit of or be distributed to members of its board, officers, or other private persons, except that the corporation may pay reasonable compensation for services rendered and make payments and /or distributions in furtherance of the purposes set forth in these By-Laws.

B.         No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, except as may be allowed under Section 401 of the Internal Revenue Code of 1954, as amended: and the corporation shall not participate in any political campaign on behalf of or in opposition to any candidate for public office, unless current regulations are modified to permit these activities.

C.        Notwithstanding any other provisions of these by-laws, this corporation

Shall not carry on any activities not permitted to be carried out by a corporation exempt from federal income tax under Section 501 ( c) (3) of the Internal Revenue Code of 1954, as amended, or by a corporation which may receive contributions which are deductions as to their donors under Section 170 ( c) (2) of the Internal Revenue Code of 1954, as amended.

 

 

ARTICLE III

 

MEETINGS OF THE CORPORATION

 

Section 1.        ANNUAL MEETINGS (AGM)

An annual meeting of the corporation shall be held on an annual basis as determined by the board for the purpose of determining the number of Directors, electing the Board of Directors and for the transaction of such other business as may come before the meeting.

 

Section 2.        NOTICE OF MEETING

Notice of the time, place and object of the annual meeting may be given personally or by first class mail addressed to each member entitled to vote at the meeting.  In each instance, the notice shall be given not less than ten (10), nor more than thirty (30) days before the date of the meeting.

 

 

ARTICLE IV

DIRECTORS

 

Section 1.        GENERAL POWERS

The policies for managing the affairs of the corporation shall be established by the board of directors, which shall have full legal responsibility for determining, implementing and monitoring policies governing the operation of the corporation.

 

A.        The Board will consist of the following: President, Vice President, Secretary, Treasurer and at least three elected directors, plus a non-voting executive director if one has been appointed.

B.         The board of directors shall have the power to appoint an executive director who shall be responsible to the board of directors, through the president, for the administrative operation of PYSA.  The board of directors shall delegate to the executive director the authority for operation of PYSA in accordance with the policies established by the board of directors.

 

Section 2.        ELECTION OF DIRECTORS

The nominating committee shall make nominations of persons for election as directors of the corporation.  The list of nominees shall be submitted to the board of directors not less than twenty (20) days prior to the annual meeting.  Anyone desiring to become a candidate for election upon a nomination may present a nominating petition to the nominating committee not less than thirty (30) days prior to the annual meeting of the corporation.  No nomination other than those by the nominating committee or by a nominating petition as above described will be permitted.

 

Section 3.        NUMBER, TENURE AND QUALIFICATIONS

The board of directors of the corporation shall consist of at least seven (7) members, each of whom shall be elected for a term of two (2) years.  At each annual meeting half of the directors shall be elected for two (2) year terms.

 

Section 4.        REGULAR MEETINGS

Regular meetings of the board of directors shall be held not less often than bi-monthly at such a location as may be determined by the board of directors.

 

Section 5.        SPECIAL MEETINGS

Special meetings of the board of directors may be called by or at the request of the president, or in his/her absence or inability to act, by a vice president or any three (3) directors.  The person or persons authorized to call special meetings of the board may fix any place as the place for holding any special meeting of the board called by them.

 

Section 6.        NOTICE

Notice of any special meeting of the board of directors shall be given at least five (5) days previous thereto personally or by 1^st class mail to each director at his or her address as shown by the records of the corporation.  The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction or any business because the meeting is not lawfully called or convened.  The business to be transacted at and the purpose of any special meeting of the board shall be specified in the notice or waiver of notice of such meeting.

 

Section 7.        QUORUM

One-third (1/3) of the board of the directors shall constitute a quorum for the transaction of business at any meeting of the board, provided that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting to another time without further notice.

 

 

 

Section 8.        MANNER OF ACTING

The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute, these by-laws or the articles of incorporation.

 

Section 9.        VACANCIES

Any vacancy occurring in the board of directors by any reason or by an increase in the number of directors shall be filled by the board of directors from persons recommended by the nominating committee.  A director elected to fill a vacancy shall be elected for the remainder of his predecessor’s term in office.

 

Section 10.      RESIGNATION

Any director of the corporation may resign at any time by giving written notice to the president or to the board of directors.  Such resignation shall take effect at the time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

 

Section 11.      REMOVAL

Any officer/director elected at the AGM or appointed by the board of directors in the event of a vacancy may be removed by a majority vote of the board of directors whenever in its judgement, the best interests of the corporation would be served thereby.  Such removal shall be without prejudice to the contract rights, if any, of the person so removed.   Unexcused absence of any director from three (3) consecutive board meetings shall constitute grounds for removal of the director.  He or she may request reinstatement at the next regularly scheduled board meeting, and be reinstated by an affirmative vote of two-thirds (2/3) of the directors present.

 

Section 12.      INFORMAL ACTION OF DIRECTORS

Any action required to be taken at a meeting of the directors of the corporation, or any other action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by a majority of the directors entitled to vote with respect to the subject matter thereof.

 

 

Section 13.LIMITATION OF LIABILITY OF VOLUNTEER  DIRECTORS, VOLUNTEER           OFFICERS AND OTHER VOLUNTEERS, AND ASSUMPTION OF CERTAIN LIABILITIES BY THE CORPORATION

 

A.        A volunteer director or volunteer officer, as those terms are presently defined or used in             the Michigan Nonprofit Corporation Act (the AAct@), shall have no personal liability to                   the Corporation or its directors or members, if any, for monetary damages for a breach of             the director’s or officer=s fiduciary duty:  provided, however, that this provision does not              eliminate or limit the liability of a director or officer for any of the following:

1.         A breach of the director=s or officer=s duty of loyalty to the Corporation or its directors or members, if any;

2.         Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

3.         A violation of section 551(1) of the Act;

4.         A transaction from which the director or officer derived an improper personal benefit;

5.         An act or omission occurring before the effective date of this amendment; and

6.         An act or omission that is grossly negligent.

 

The Act defines a Avolunteer director@ as a director who does not receive anything of the more than nominal value from the Corporation for serving as a director other than reasonable per diem compensation and reimbursement for actual, reasonable, and necessary expenses incurred by a director in his or her capacity as a director, if and to the extent approved by the Board of Directors.

 

B.         In addition to and without in any way limiting paragraph A above, the Corporation hereby assumes all liability to any person other than the Corporation or its directors or members, if any, for all acts or omissions of a volunteer director or volunteer officer, as those terms are presently defined or used in the Act, incurred in good faith in the performance of the director=s or officer=s duties; provided, however, that the Corporation shall not be considered to have assumed any liability to the extent such assumption is inconsistent with the status of the Corporation as an organization described in the Internal Revenue Code of 1954 or the corresponding provisions of a future United States Internal Revenue Law.

 

C.        In addition to and without in any way limiting paragraphs A and B above, the Corporation hereby assumes the liability for all acts or omissions of any volunteer director, volunteer officer, or any other volunteer, as those terms are presently defined or used in the Act, occurring on or after the effective date of this amendment if all of the following are met:

1.         The volunteer was acting or reasonably believed he or she was acting within the scope of his or her authority;

2.         The volunteer was acting in good faith;

3.         The volunteer=s conduct did not amount to gross negligence or willful or wanton misconduct;

4.         The volunteer=s conduct was not an intentional tort; and

5.         The volunteer=s conduct was not a tort arising out of the ownership, maintenance, or use of a motor vehicle for which tort liability may be imposed as provided in section 3135 of the insurance code of 1956, Act No. 218 of the Public Acts of 1956, being section 500.3135 of the Michigan Compiled Laws.

A Anondirector volunteer@ is presently defined in the Act to mean an individual, other than a volunteer director, performing services for a nonprofit corporation who does not receive compensation or any other type of consideration for the services other than reimbursement for expenses actually incurred.

 

D.        If the Act is amended after the effective date of this amendment to authorize the further elimination or limitation of the liability of volunteer directors, volunteer officers, or any other volunteers of nonprofit corporations, then the liability of volunteer directors, volunteer officers and any other volunteers, in addition to the limitation, elimination and assumption of personal liability contained in this Section 13, shall be assumed by the Corporation or eliminated or limited to the fullest extent permitted by the Act as so amended, except to the extent such limitation, elimination or assumption of liability is inconsistent with the status of the Corporation as an organization described in Section 501 ( c) (3) of the Internal-Revenue Code of 1954 or the corresponding provisions of a future United States Internal Revenue Law.  No amendment or repeal of the Section 13 shall apply to or have any effect on the liability or alleged liability of any volunteer directors, volunteer officers, or any other volunteers of the Corporation for or with respect to any acts or omissions of such person occurring prior to the effective date of any such amendment or repeal

 

ARTICLE V

OFFICERS

 

Section 1.        PRESIDENT

In accordance with and in furtherance of policies adopted by the Board, the President shall:

 

A.        Preside at all meetings of the board and at the annual general meeting.

B.         Be an ex-officio member of any committee established within the organization but shall not act as its chairman.  The President must be advised by each committee chairperson of the date, time and place of any and all meetings.  Copy of all correspondence from all committees will be sent to the President. 

C.        Be responsible for day-to-day operation of PYSA.

D.        Coordinate the activity of the total organization and have the authority to delegate responsibility, as it becomes necessary.

E.         Have the authority to take disciplinary action, as prescribed by the By-Laws or other rules and regulations, against any coach, player, referee or parent.

F.         Have the authority to authorize expenditures of up to $100.00 per occasion without the prior approval of the Board.

G.        Act as spokesman for PYSA.

H.        Be responsible for securing all playing fields from proper authorities.

I.          Promote PYSA and the game of soccer within the community.

J.          To execute legal documents authorized by the Board of Directors

K.        Provide an annual report at the annual general meeting.

 

Section 2.        VICE PRESIDENT

The Vice President shall preside and act in the absence of the President and shall:

 

A.        Assist the president in the discharge of his or her duties, as the president may direct.

B.         Perform such other duties as from time-to-time may be assigned to him or her by the president or by the board.

C.        In the absence of the president or in the event of his or her inability to act, the vice president shall perform the duties of the president and, when so acting, shall have all the powers of and be subject to all the restrictions upon the president.

 

Section 3.        TREASURER

The treasurer shall be the principal accounting and financial officer of the corporation and shall:

 

A.        Keep a receipt and accounting of all monies which shall be deposited in a recognized financial institution in the name of PYSA.  All accounts shall be paid by check and bear the signatures of one of the following: the President, the Treasurer or the Executive Director.  All accounting records shall be produced when required by the Board.  The Treasurer will maintain an up-to-date statement of all accounts.

B.         Give a report at all board meetings and at the annual general meeting.

C.        Prepare an annual financial statement each December 31 or at the end of his/her term of office if prior to December 31.

 

Section 4.        SECRETARY

The secretary shall record the minutes of the meetings of the board of directors. And shall:

 

A.        Keep an accurate record of all board and general membership meetings.

B.         Provide copy of minutes of each meeting to the Executive Director prior to the next meeting.

 

 

ARTICLE VI

COMMITTEES

 

Section 1.        AUTHORITY TO ESTABLISH COMMITTEES

The board of directors, by resolution adopted by a majority of directors in office at the annual meeting, shall designate and appoint committees as deemed necessary.

 

Section 2.        STANDING  COMMITTEES

The standing committees will consist of executive, finance, nominating and travel team advisory.

 

A.         Executive committee

The executive committee shall consist of the president, secretary, treasurer and executive director of PYSA.  The executive committee shall meet as required to assist in the day to day management of the corporation.  All actions shall be subject to ratification by the board of directors at the next scheduled meeting.

 

B.         Finance committee

The treasurer shall be chairperson of the finance committee and the committee shall concern itself with the finances of the corporation and shall periodically scrutinize the financial condition of the corporation and report thereon to the board of directors.

 

C.        Nominating committee

This committee shall prepare and submit to the secretary, at least twenty (20) days before the date of each annual meeting, a list of nominees for directors to be elected at the annual general meeting.  The secretary shall transmit the list of nominees to the board of directors along with the notice of such meeting.  This committee shall also recommend to the board of directors a nominee for any vacancy, however created, which shall arise on the board of directors. 

 

 

 

D.        Travel team advisory committee

The Travel Team Advisory Committee shall consist of three (3) board members who are not coaches and two (2) coaches who are not board members.  This committee shall deal with issues that arise within the travel teams, their coaches, parents and players.  The Travel Team Advisory committee shall make recommendations concerning any of the aforementioned issues to the board of directors.

 

Section 3.        TERM OF OFFICE

Each member of a committee shall continue as such until his or her successor is appointed or resignation is accepted.

 

Section 4.        ADDITIONAL COMMITTEES

The board of directors may from time-to-time appoint committees whose powers, terms of office, and rules of procedure shall be determined by the board.  Any such committee may be abolished or any member removed (with or without cause) at any time by the board.

 

Section 5.        VACANCIES

Vacancies in the membership of any committee may be filled by appointment made in the same manner as provided in the case of the original appointments.

 

Section 6.        QUORUM

Unless otherwise provided in the resolution of the board of directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

 

Section 7.        RULES

Each committee may adopt rules for its own government not inconsistent with these by-laws or with rules adopted by the board of directors.

 

ARTICLE VII

CONTRACTS,  DEPOSITS AND FUNDS

 

Section 1.        CONTRACTS

The board of directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.

 

Section 2.        DEPOSITS

All funds of the corporation shall be deposited from time-to-time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select.

 

 

 

Section 3.        GIFTS

The board of directors may accept of behalf of the corporation any contribution, gift, bequest, or devise for the general purpose or for any specific purpose of the corporation.

 

 

ARTICLE VIII

 

BOOKS AND RECORDS

 

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its board of directors and committees having any of the authority of the board of directors. Any member, or his or her agent or attorney may inspect all books and records of the corporation, for any proper purpose at any reasonable time.

 

ARTICLE IX

 

FISCAL YEAR OF CORPORATION

 

The fiscal year of the corporation shall be the calendar year.

 

 

 

ARTICLE X

 

SEAL

 

The corporation seal shall have inscribed thereon the name of the corporation and the words ACorporate Seal, Michigan@.

 

 

 

ARTICLE XI

 

WAIVER OF NOTICE

 

Whenever any notice is required to be given under the provisions of the General Not For Profit Corporation Act of Michigan or under the provisions of the Articles of Incorporation or by-laws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

 

ARTICLE XII

 

AMMENDMENTS

 

The power to alter, amend, or repeal the by-laws or adopt new by-laws shall be vested in the board of directors.  Such action may be taken at a regular or special meeting for which written notice of the purpose shall be given.  The by-laws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with the law or the articles of incorporation.

 

 

 

ARTICLE XIII

 

DISTRIBUTION OF ASSETS UPON DISSOLUTION

 

Upon dissolution of the corporation, all assets of the corporation in excess of the liabilities of the corporation shall be distributed to an organization or corporation selected by the board of directors, which shall be an organization or corporation exempt from federal income taxation under Section 501 (c ) (3) of the Internal Revenue Code of 1954 (as amended) or any similar successor provision.

 

 

 

ARTICLE XIII

 

EFFECTIVE DATE

 

These by-laws shall become effective immediately on their adoption by the corporation.