Bylaws | Cobras Futbol Club
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BYLAWS

OF

GREECE COBRA SOCCER CLUB, INC

 

ARTICLE I – OFFICES

The principal office of the Corporation (Greece Cobra Soccer Club, hereafter denoted as Club) shall be in the County of Monroe and State of New York. The Club may also have offices at such other places within or without this state as the Board may from time to time determine or the business of the Club may require.

ARTICLE II – PURPOSES

SECTION 1: Purposes

The purposes for which this Club has been organized are as follows:

Develop a closer relationship between coaches, parents, and players by involvement of all in its program and Club functions. This will promote the feeling of family that players, parents, and coaches get from working and playing together on a travel soccer team.

Develop those characteristics of honesty, fellowship, discipline, team play, and self-reliance, all of which are what this organization considers are the essentials of good sportsmanship.

Provide, administer and promote instruction in the game of soccer for players and coaches primarily from in the Town of Greece, New York and surrounding towns.

Provide, administer and promote training for Club coaches, assistant coaches, team volunteers, and Board members to give them the skills they need to achieve the goals established by the Club.

The organization’s philosophy is to develop the youth in our area. Our coaching staff is eager to develop players to be skillful, but most importantly, this organization will strive to set an example to those players and parents to be caring and helpful citizens of our community.

Develop players who have outstanding soccer skills, understand the individual and team strategies and tactics used in playing soccer, and have a deep love of the game of soccer. Such players should be able to compete successfully in league, tournament, and high school play.

 

SECTION 1: QUALIFICATIONS FOR MEMBERSHIP

The membership of the Club will be made up of parents having one or more children playing in the Club and any coaches, assistant coaches, managers, or board members who are actively participating in the Club but do not have children playing in the Club.

Coaches, assistant coaches, managers, or board members having eligible players in the Club are considered as parents as far as voting rights are concerned. Each family will have only one vote even if there are more than one Cobra player in the family. Coaches, assistant coaches, managers and board members not having children playing in the Club get one vote per person.

Each family will designate who the voting representative is and notify the club in writing of the name, US mail address, and e-mail address of the family representative. This information needs to be provided to the Club Secretary no later than October first of each year so that the Club Secretary can prepare the membership roll in time to notify the membership of the Club’s annual meeting in November.

SECTION 2: PLAYER ELIGIBILTY

Player eligibility is open to all youth, ages 8-19, boys and girls, irrespective of race, nationality, color, religious affiliation, or non-affiliation. Player eligibility is limited to amateurs.

No player registered to another club of the Rochester District Youth Soccer League (RDYSL) will be eligible for membership in the Greece Cobra Soccer Club, Inc. without first obtaining a completed New York State West Youth Soccer Association (NYSWYSA) Player/Team Status Form that is signed by the appropriate team official and the Rochester District Commissioner. This form must be presented to the Board of Directors of the Greece Cobra Soccer Club, Inc., before consideration for membership is granted.

No player registered to a club in the Upstate New York Premier League or the Western Appalachian Regional League team will be eligible for membership in the Greece Cobra Soccer Club, Inc. without first obtaining a completed New York State West Youth Soccer Association (NYSWYSA) Release To Secondary Team Form that is signed by the appropriate team official and the Rochester District Commissioner. This form must be presented to the Board of Directors of the Greece Cobra Soccer Club, Inc., before consideration for membership is granted.

 

SECTION 3: MEMBERSHIP MEETING

The annual membership meeting of the Club shall be held on the second Saturday of November each year, except that if such day be a legal holiday, then in that event the Directors shall fix a day not more than two weeks from the date fixed by these bylaws. The secretary shall cause to be sent by US mail or e-mail to every member in good standing at her/his address as it appears on the membership roll book of the Club a notice stating the time and place of the meeting. The Secretary will take minutes at the annual membership meeting and publish them to the members of the Club in a timely manner.

Regular membership meetings of the Club shall be held at the discretion of the Board of Directors at a time, date, and place to be determined by the Board of Directors.

The presence at any membership meeting of not less than fifteen (15) members shall constitute a quorum and shall be necessary to conduct the business of the Club; however, a lesser number may adjourn the meeting for a period of not more than two (2) weeks from the date scheduled by the bylaws, and the secretary shall cause a notice of the re-scheduled date of the meeting to be sent to those members who were not present at the meeting originally called. A quorum as herein before set forth shall be required at the any adjourned meeting.

A membership roll showing the list of members as of the record date, certified by the secretary of the Club shall be produced at any meeting of the members upon the request therefore of any member who has given written notice to the Club that such request will be made at least ten (10) days prior to such meeting. All persons appearing on such membership roll shall be entitled to vote at the meeting.

SECTION 4: SPECIAL MEETINGS

Special meetings of the Club may be called by the Directors. The secretary shall cause a notice of such meeting to be mailed or e-mailed to all members at their addresses as they appear in the membership roll book at least ten (10) days but more than fifty (50) days before the scheduled date of such meeting. Such notice shall state the date, time, place, and purpose of the meeting and by whom called.

SECTION 5: FIXING RECORD DATE

For purposes of determining the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for purposes of determining the members entitled to receive any distribution or any allotment of any rights, or for the purpose of any other action, the Board shall fix, in advance, a date as the record date for any such determination of members. Such date shall not be more than fifty (50) or less than ten (10) days before any such meeting, nor more than fifth (50) days prior to any other action.

 

SECTION 6: ACTION BY MEMBERS WITHOUT A MEETING

Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by all the members entitled to vote thereon. Written consent will be obtained by sending a notice setting forth the action to be taken via US mail or e-mail to the voting members. The membership will sign the document and return it back to the Club secretary.

SECTION 7: PROXIES

Every member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons to act for him/her by proxy.

The member or his/her attorney-in-fact must sign every proxy. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provide in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.

SECTION 8: ORDER OF BUSINESS

The order of business at all meetings of members shall be as follows:

Roll call

Reading of the minutes of the preceding meeting

Reports of committees

Reports of officers

Old and unfinished business

New business

Good and welfare

Adjournments

SECTION 9: MEMBERSHIP DUES

The Board of Directors shall from time to time establish a fee to be paid by each participant as a precondition to participation. If a participant is unable to pay all or part of this fee, he/she can complete a Financial Aid Form requesting financial help and submit it to the Club treasurer. The Board will review the request and make the decision whether or not to grant the financial aid on an individual basis.

SECTION 10: MEMBERSHIP DISCIPLINARY ACTION

All members of the Club are subject to and shall abide by these bylaws and any rules put in place by the Club and it’s Board of Directors. The Board of Directors may discipline a member whose conduct is found to be detrimental to the best interests of the Club or to any purpose for which it has been formed. Members subject to discipline shall be entitled to a fair hearing upon proper notice and an opportunity to be heard and to present evidence before a discipline committee. The President of the Board of Directors shall designate a Director to serve as Chairman of the committee and preside over the hearing.

The committee shall conduct the hearing in good faith and in a fair and reasonable manner. The committee shall have the exclusive power and authority to decide that a proposed termination of membership not take place. The recommendations of the committee for discipline shall be presented to the Board of Directors for final determination. Discipline which may be imposed, but not limited to, termination of membership, removal from office, suspension, and probation.

ARTICLE IV – DIRECTORS

SECTION 1: MANAGEMENT OF THE CLUB

The Club shall be managed by the Board of Directors which shall consist of not less than three Directors. Each Director shall be at least nineteen years of age.

SECTION 2: ELECTION AND TERM OF DIRECTORS

One third of the Directors shall be up for election at the annual membership meeting each year. Each Director shall hold office for a period of three (3) years and until his or her successor is elected and qualifies. No Director may serve for more than two (2) consecutive three (3) year terms, or a total of eight (8) consecutive twelve (12) month periods, whichever is greater.

SECTION 3: INCREASE OR DECREASE IN NUMBER OF DIRECTORS

The number of Directors may be increased or decreased by vote of the members or by vote of a majority of all of the Directors. No decrease in number of Directors shall shorten the term of any incumbent Director.

SECTION 4: NEWLY CREATED DIRECTORSHIPS AND VACANCIES

Newly created directorships resulting from an increase in the number of Directors and vacancies occurring in the Board for any reason except the removal of Directors without cause may be filled by a vote of a majority of the Directors then in office, although less than a quorum exist, unless otherwise provided in the Certificate of Incorporation. Vacancies occurring by reason of the removal of Directors without cause shall be filled by vote of the members A Director elected to fill a vacancy caused by resignation, death, or removal shall be elected to hold office for the unexpired term of his/her predecessor.

SECTION 5: REMOVAL OF DIRECTORS

Any or all of the Directors may be removed for cause by vote of the members or by action of the Board. Cause in this case means any act of commission or omission which can injure, directly or indirectly, the Club’s image and/or identity. Directors may be removed without cause only by vote of the members.

SECTION 6: RESIGNATIONS

A director may resign at any time by giving written notice to the Board, the President, or the Secretary of the Club. Unless otherwise specified in the notice, the resignation shall take effect upon receipt hereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

 

SECTION 7: QUORUM OF DIRECTORS

Unless otherwise provided in the Certificate of Incorporation, a majority of the entire Board shall constitute a quorum for the transaction of business or of any specified item of business.

SECTION 8: ACTION OF THE BOARD

Unless otherwise required by law, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. Each Director present shall have one vote.

SECTION 9: PLACE AND TIME OF BOARD MEETINGS

The Board may hold its meetings at the office of the Club or at such other places either within or without the State, as it may from time to time determine.

SECTION 10: REGULAR ANNUAL MEETING

A regular annual meeting of the Board shall be held immediately following the annual membership meeting at the place of such annual meeting of members. The primary purpose of the meeting is to elect the new Board officers for the year.

SECTION 11: NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT

Regular meetings of the Board may be held without notice at such time and place, as it shall from time to time determine. Special meetings of the Board shall be held upon notice to the Directors and may be called by the President upon three day’s notice to each Director either personally or by mail or by wire or by e-mail. Special meetings shall be called by the President or by the Secretary in a like manner on written request of two Directors. Notice of a meeting need not be given to any Director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior to thereto or at its commencement, the lack of notice to him.

SECTION 12: CHAIRMAN

At all meetings of the Board, the President, or in his absence, a chairman chosen by the Board shall preside.

SECTION 13: EXECUTIVE AND OTHER COMMITTEES

The Board, by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee and other committees, each consisting of three or more Directors. Each such committee shall serve at the pleasure of the Board.

The Board, by resolution adopted by a majority of the entire Board, may establish any other committees they feel would facilitate the operation of the Club. The membership of the committees would not be exclusively from the Board. One Director should be on each committee to serve as a liaison with the Board and provide leadership as required. Each such committee shall serve at the pleasure of the Board.

SECTION 14: NONLIABILITY OF DIRECTORS

The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

SECTION 15: INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS

The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.

SECTION 16: INSURANCE FOR CORPORATE AGENTS

Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in his or her capacity or arising out of the agent’s status as officer, director, employee or agent of the corporation, whether or not the corporation would have the power to indemnify such person against liability under the Articles of Incorporation, these Bylaws or provisions of applicable law.

SECTION 17: SURETIES AND BONDS

In case the Board shall so require, any officer or agent of the Club shall execute to the Club a bond in such sum and with such surety or sureties as the Board may direct, conditioned upon the faithful performance of his/her duties to the Club and including responsibility for negligence and for the accounting for all property, funds, or securities of the Club which may come into his/her hands. The Club shall pay for the bond.

ARTICLE V – OFFICERS

SECTION 1: OFFICERS, ELECTION, TERM

Unless otherwise provided for in the Certificate of Incorporation, the Board may elect or appoint a President, one or more Vice-Presidents, a Secretary and a Treasurer, and such other officers as it may determine, who shall have such duties, powers and functions as hereinafter provided. All officers shall be elected or appointed to hold office until the meeting of the Board following the annual meeting of members. Each officer shall hold office for the term for which he/she is elected or appointed and until his/her successor has been elected or appointed and qualified. No Board officer shall hold the same office for more than three (3) consecutive years. A Board member may hold the same office again after being away from it for one (1) year.

SECTION 2: REMOVAL, RESIGNATION, SALARY

The Board with or without cause may remove any officer elected or appointed by the Board. In the event of the death, resignation, or removal of an officer, the Board in its discretion may elect or appoint a successor to fill the unexplored term. Any two or more offices may be held by the same person except the offices of President and Secretary. Directors shall serve without compensation. They shall be allowed, however, reasonable advancement or reimbursement of expenses incurred in the performance of their duties.

 

SECTION 3: PRESIDENT

The President shall be the chief executive officer or the Club; he/she shall preside at all meetings of the members and of the Board; he/she shall have the general management of the affairs of the Club and shall see that all orders and resolutions of the Board are carried into effect.

The President will countersign with the Treasurer all contracts, checks, notes, and orders for the payment of money when such contracts and payments are authorized by the Board. Notwithstanding the preceding sentence, either the President or the Treasurer many sign a check and disperse funds of the Club up to a total of $1000.00 per item or transaction.

SECTION 4: VICE-PRESIDENT

During the absence or disability of the President, the Vice-President, or if there are more than one, the Executive-President, shall have all the powers and functions of the President. Each Vice-President shall perform such duties, as the Board shall prescribe.

SECTION 5: TREASURER

The Treasurer shall have the care and custody of all the funds and securities of the Club, and shall deposit said funds in the name of the Club in such bank or trust company as the Directors may elect; he/she shall, when dully authorized by the Board of Directors sign and execute all contracts in the name of the Club, when countersigned by the President; he/she shall also sign all checks, drafts, notes, and orders for the payment of money, which shall be dully authorized by the Board of Directors and shall be countersigned by the President. Notwithstanding the preceding sentence, either the Treasurer or the President many sign a check and disperse funds of the Club up to a total of $1000.00 per item or transaction.

The Treasurer shall at all reasonable times exhibit his/her books and accounts to any Director or member of the Club upon application at the office of the Club during ordinary business hours. At the end of each corporate year, he/she shall have an audit of the accounts of the Club made by a committee appointed by the President, and shall present such audit in writing at the annual meeting of the members, at which time he/she shall also present an annual report setting forth in full the financial conditions of the Club.

SECTION 6: ASSISTANT-TREASURER

During the absence or disability of the Treasure, the Assistant-Treasurer, or if there are more than one, the one so designated by the Secretary or by the Board, shall have the powers and functions of the Treasurer.

 

SECTION 7: SECRETARY

The Secretary shall keep the minutes of the Board of Directors’ meetings and also the minutes of the Members’ Meetings. He/she shall have the custody of the seal of the Club and shall affix and attest the same to documents when duly authorized by the Board of Directors. He/she shall attend to the giving and serving of all notices of the Club and shall have charge of such books and papers as the Board of Directors may direct; He/she shall attend to such correspondence as may be assigned to him/her, and perform all the duties incidental to his/her office. He/she shall keep a membership roll containing the names, alphabetically arranged, of all persons who are members of the Club, showing their places of residence, e-mail addresses, and times when they became members.

SECTION 8: ASSISTANT-SECRETARIES

During the absence or disability of the Secretary, the Assistant-Secretary, or if there are more than on, the one so designated by the Secretary or the Board, shall have all the powers and functions of the Secretary.

ARTICLE VI – SEAL

The seal of the Club shall be as follows:

 

 

 

 

 

 

 

ARTICLE VII – CONSTRUCTION

If there be any conflict between the provisions of the Certificate of Incorporation and these bylaws, the provisions of the Certificate of Incorporation shall govern.

ARTICLE VIII – AMENDMENTS

The bylaws may be adopted, amended, or repealed by the members at the time they are entitled to vote in the election of Directors. Bylaws may also be adopted, amended, or repealed by the Board of Directors, but any bylaws adopted, amended, or repealed by the Board may be amended by the members entitled to vote thereon as hereinbefore provided.

If any bylaw regulating an impending election of Directors is adopted, amended, or repealed by the Board, there shall be set forth in notice of the next meeting of members for the election of Directors the bylaws so adopted, amended, or repealed, together with a concise statement of the changes made.

ARTICLE IX - IRC 501(C)(3)

SECTION 1. DISTRIBUTION OF ASSETS

Upon the dissolution of this Club, its assets remaining after payment, or provision for payment, of all debts and liabilities of this Club shall be distributed for one or more exempt purposes within the meaning of Section 510(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.

ARTICLE III – MEMBERSHIP

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