URBANDALE SOCCER CLUB, INC.
TITLE
This corporation shall be known as the URBANDALE SOCCER CLUB, INC., a nonprofit corporation of the State of Iowa, and is hereafter referred to as the "Club".
ARTICLE II PURPOSE
The purpose for which this Corporation is formed is to promote the progressive development of the sport of soccer through organization, training, education and the establishment and development of soccer programs; to organize a soccer teams(s) to compete and participate in soccer.
ARTICLE III MEMBERSHIP
The Club shall have one class of members. Any person who has a child registered as a player playing with a team associated with the Urbandale Soccer Club for the current season and any coach or referee currently active in the Club shall be considered a member and eligible to hold office and to vote on all matters to be decided by the general membership of this Club. In the case of voting, each family is entitled to only one vote, notwithstanding the number of children registered from the family or positions held in the Club.
ARTICLE IV FISCAL YEAR
The fiscal year of the Club shall begin on the first day of January and end on the last day of December in each year.
ARTICLE V MEETINGS OF GENERAL MEMBERSHIP
Section 1. Annual Meetings. An annual meeting of the Club shall be held in Urbandale, Iowa, in the month of January in each year for the purpose of electing officers and trustees and for the transaction of such business as may come before the meeting. If the election of the officers and trustees is not held at the date of the annual meeting or at any adjournments thereof, the Board shall cause the election to be held at a special meeting of the members as soon thereafter as is convenient.
Section 2. Special Meetings. Special Meetings of the Club may be called by the president, the board, or not less than twenty-five of the members having voting rights at the annual meeting. The place of the meeting shall be in Urbandale, Iowa.
Section 3. Quorum. Those members present shall constitute a quorum for all purposes.
Section 4. Voting. Each member shall be entitled to only one vote. Any person who has a child registered as a player playing with a team associated with the Club for the current season and any coach or referee currently active in the Club shall be considered a member and eligible to hold office and to vote on all matters to be decided by the general membership of this Club. In the case of voting, each family is entitled to only one vote, notwithstanding the number of children registered from the family or positions held in the Club. If the manner of deciding any question has not otherwise been prescribed, it shall be decided by majority vote of the members present.
Section 5. Proxies. Proxy voting shall not be allowed.
Section 6. Order of Business. The order of business shall be as follows at all annual meetings of the Club:
A. Call to Order
B. Reading of the Minutes
C. Receiving Communications
D. Election of Officers
E. Reports of Officers
F. Reports of Committees
G. Unfinished Business
H. New Business
ARTICLE VI TRUSTEES
Section 1. Number. The property, affhirs, activities and concerns of the Club shall be vested in a Board of Trustees (Board), consisting of twenty-one members, composed of twelve individuals elected at large and nine officers. The members of the Board shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified.
Section 2. Election of Trustees and Term. At each annual meeting, six trustees whose terms expire shall be elected for a term of two years, or until the second annual meeting following said election. At the end of any term, any trustee may be elected.
Section 3. Duties of Trustees. The Board may: (1) hold meetings at such time and places as it thinks proper; (2) appoint members to positions (e.g. Registrar, Director of Fields, Director of Equipment, Director of Coaches, League Representative) (Trustees and officers may be appointed to positions); (3) appoint committees on particular subjects from the members of the Board or from other members of the Club; (4) audit bills of the Club; (5) devise and carry into execution such other measures as it deems proper and expedient to promote the objectives of the Club and to best protect the interests and welfare of the members.
Section 4. Meetings of the Board of Trustees. A meeting of the Board shall be held contemporaneously with the annual meeting in January, and once each month thereafter, at a regularly scheduled time and location.
The president may, when he deems necessary, or at the request in writing of five members of the Board, issue a call for a special meeting of the Board. Seven days notice shall be required for such special meetings.
Section 5. Quorum. A majority (I 0) of the Board shall constitute a quonun for the transaction of business at any meeting of the Board.
Section 6. Absence. Should any member of the Board absent himself/herself unreasonably from three consecutive meetings of the Board without sending a communication to the president or secretary stating his/her reason for doing so, or if his/her excuse should not be accepted by the members of the Board, his/her seat of the Board may be declared vacant and the president may forthwith proceed to fill the vacancy.
Section 7. Vacancies. Whenever any vacancy occurs in the Board by death, resignation or otherwise, it shall be filled without undue delay by a majority vote by ballot of the remaining members of the Board. The election shall be held within 60 days after the occurrence of the vacancy. The person so chosen shall hold office for the remaining term of the person whose vacancy is being filled.
Section 8. Removal of Trustees. Any one or more of the Trustees may be removed either with or without cause, at any time, by a vote of two-thirds of the Trustees.
ARTICLE VII OFFICERS
Section 1. Number. The officers of the Club shall consist of a President, First Vice-President, and five Vice-Presidents of groups specified as follows, Secretary and Treasurer. All Officers shall also serve as Trustees.
Section 2. Method of Election. All officers shall be elected for two year terms. The President, First Vice-President and all Vice-Presidents shall be elected in odd years and the Secretary and Treasurer shall be elected during even years. At the end of any term, any officer may be reelected.
Section 3. Duties of Officers. The duties and powers of the officers of the Club shall be as follows:
PRESIDENT
The President shall preside at the meetings of the Club and Board and shall be an ax-officio member of all committees. He/she shall also communicate to the Club or to the Board such matters and make such suggestions as may in his/her opinion tend to promote the welfare and increase the usefulness of the Club and shall perform such other duties as are necessarily incident of the office of the President.
FIRST VICE-PRESIDENT
In the case of the president's death, absence or inability from any cause to act, the first vice president shall perform the duties of the president. He/she shall also be responsible for any duties assigned to him/her by the president or the board.
VICE PRESIDENT-COMPETITIVE
The vice president-competitive, shall be responsible for the supervision of and reporting to the president and board on matters concerning the development of the competitive soccer program for the Under 11 through Under 19 age groups.
VICE PRESIDENT-RECREATIONAL
The vice president, recreational, shall be responsible for the supervision of and reporting to the president and board on matters concerning the development of the recreational soccer program for the Under 11 through Under 19 age groups.
VICE PRESIDENT-UNDER 10
The vice president, Under 10, shall be responsible for the supervision of and reporting to the president and board on matters concerning the development of the soccer program for the Under 9 and Under 10 age groups.
VICE PRESIDENT-UNDER 8
The vice president, Under 8, shall be responsible for the supervision of and reporting to the president and board on matters concerning the development of the soccer program for the Under 8 age group.
VICE PRESIDENT-UNDER 6
The vice president, under 6, shall be responsible for the, supervision of and reporting to the president and board on matters concerning the development of the soccer program for the Under 6 age group.
SECRETARY
The Secretary shall attend all meetings of the Club and keep a record; to conduct all correspondence and to carry into execution all orders, votes and resolutions not otherwise committed; to keep a list of the members of the Club; to notify the officers and trustees of their election; to notify members of their appointment to committees; and generally to devote his/her best efforts to forwarding and advancing the interests of the Club. In the case of the absence or disability of the Secretary, the Board may appoint a Secretary pro ten.
TREASURER
The Treasurer shall collect all fees and dues and keep as account of all monies received and expended for the use of the Club.
He/she shall deposit all sums received in a bank approved by the Board and make a report at the annual meeting or when called upon by the President. Funds greater than $500 may be drawn only upon the signatures of any two of the Officers.
The funds, books and vouchers in his/her possession shall at all times be under the supervision and subject to the inspection and control of the Board. At the expiration of his/her term of office, he/she shall deliver over to his/her successor all books, monies and other property, or, in the absence of a successor, to the President. In the case of the absence of disability of the Treasurer. the Board may appoint a Treasurer pro tem.
The Treasurer shall, if required by the Board, give to the Club such security for the faithful discharge of his/her duties as the Board may direct. Such security shall be at the expense of the Club.
ARTICLE VIII STANDING COMMITTEES
Section 1. Nominating. Before each annual meeting of the membership, the Board shall appoint a
Nominating Committee for the purpose of nominating members of the Club to the Board as Trustees and Officers.
Section 2. Other Committees. The Board may appoint such other committees for such purpose and duration as it deems necessary.
Section 3. Executive Committee. An Executive Committee comprised of the President, First Vice President, Secretary, and Treasurer will conduct business on behalf of the Club as necessary between meetings of the Board.
ARTICLE IX AMENDMENTS
These Bylaws may be amended, repealed, or altered in whole or in part by a majority vote of the Board at any meeting of the Club, provided that notice of the meeting shall be made 30 days in advance and shall make reference, to the fact that the Bylaws may be amended, revealed, or altered and a summary of the proposed changes.
ARTICLE X PROHIBITED ACTIVITIES
Section 1. Lobbying. No substantial part of the activities of the Club shall be the carrying on of propaganda or otherwise attempting to influence legislation. The Club shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign of any candidate for public office.
Section 2. Borrowing. No officer, Trustee or member of the Club shall be authorized to encumber the Club or its assets by borrowing any funds for any purpose without a majority vote of the Board.
Section 3. Compensation. No officer or Trustee shall be entitled to receive any compensation, salary or other remuneration from the Club for services provided, except such compensation as paid to any member for providing similar services. (E.g.. Referee fees).
ARTICLE XI DISSOLUTION
Section 1. Dissolution. Upon dissolution of the Club, assets shall be distributed by action of the Board in compliance with Iowa law concerning the dissolution of non-profit corporations.
Section 2. Distribution of Assets. Notwithstanding the foregoing, upon dissolution of the Club, no member shall be entitled to any distribution or division of any property in the Club or its proceeds, and the balance of all money or other property received by the Club from any source, after the payment of all debts and obligations of the Club, shall be used or distributed exclusively for purposes within the intent of Section 5 0 1 (c) of the Internal Revenue Code as the same now exists or as it may be amended from time to time.
ARTICLE XII MISCELLANEOUS
Section 1. Notice. Any notice required by these Bylaws shall be by publication in a newspaper of general circulation in Urbandale, Iowa.
Section 2. Seal. The Club shall not have a corporate seal and the signature of any officer shall be binding upon the Club.
Section 3. Authority. Roberts Rules of Order (latest edition) shall govern the meetings of the Board and general meetings of the membership in all cases to which they are applicable.
Adopted January 19, 1999.