BYLAWS OF THE
CROSSFIRE PREMIER SOCCER CLUB
ARTICLE 1. THE CLUB
The name of this organization is “Crossfire Premier Soccer Club” (the “Club”), which is an unincorporated association organized under the laws of the State of Washington and operating as a “Member Club” of Lake Washington Youth Soccer Association (the “Association” or “LWYSA”).
The Club is affiliated with (1) LWYSA, which is a member of Washington State Youth Soccer Association (“WSYSA”) and, by extension, the United States Soccer Federation (the “Federation”) and its affiliated entity, United States Youth Soccer Association (“USYSA”) and (2) U.S. Club Soccer and (3) United Soccer Leagues. To the extent allowed under applicable Washington law, the articles of incorporation, bylaws, policies, and requirements of the Federation, USYSA, WSYSA, and LWYSA shall prevail over any contrary provision in these bylaws or any other Club rule, regulation, or policy.
1.3 Purpose and Charter
The Mission of the Club is to promote the game of soccer for teams and players by:
- Developing individual players to their fullest potential;
- Providing the highest possible level of technical and tactical training by attracting and retaining a nationally recognized coaching staff;
- Teaching sportsmanship, teamwork and competitive team play in a safe and constructive environment;
- Providing highly skilled and capable players with opportunities to excel in the sport at the highest level of national and international play;
- Preparing players to be successful scholar-athletes in high school and college through education on healthy lifestyle choices and the college recruiting process; and
- Supporting player development at all age levels within the Association through Club sponsored training programs for players and coaches.
The Club shall pursue its purpose by organizing and promoting programs within the scope of its charter and, toward that end, shall:
- Recruit and coordinate volunteers in numbers sufficient to staff and support both the Club’s and the Association’s activities;
- Form teams to be affiliated with the Club and assign players to those teams consistent with the objectives of the Club; and
- Facilitate registration and participation in appropriate leagues and tournaments for teams affiliated with the Club.
ARTICLE 2. MEMBERSHIP
2.1 No Members
The Club shall have no members.
Membership classes, the manner of election or appointment of members, the qualifications and rights of each class member, and dues for members may be established by amendment to these Bylaws.
ARTICLE 3. BOARD OF DIRECTORS
3.1 General Powers
The affairs of the Club shall be managed by a Board of Directors.
The Board shall consist of not less than four nor more than eleven Directors, the specific number to be set by resolution of the Board. The number of Directors may be changed from time to time by amendment to these Bylaws, provided that no decrease in the number shall have the effect of shortening the term of any incumbent Director.
3.3 Executive Board
The Club shall have an Executive Board. The Executive Board shall be comprised of the President, Vice President, Secretary and Treasurer.
Directors may have such qualifications as the Board may prescribe by amendment to these Bylaws.
3.5 Election of Directors
Successor Directors shall be elected each year by the Board at its annual meeting. The President, Vice President, Secretary and Treasurer shall be on the Board each year.
3.6 Term of Office
Unless a Director dies, resigns or is removed, he or she shall hold office until the next annual meeting of the Board or until his or her successor is elected, whichever is later.
3.7 Annual Meeting
The annual meeting of the Board shall be held during the first quarter of the calendar year on a date chosen by the President or Secretary for the purposes of electing Directors and officers and transacting such business as may properly come before the meeting. If the annual meeting is not held on the date designated therefore, the President or Secretary shall cause the meeting to be held as soon thereafter as may be convenient.
3.8 Regular Meetings
By resolution, the President or Secretary may specify the date, time and place for holding regular meetings without other notice than such resolution.
3.9 Special Meetings
Special meetings of the Board or any committee designated and appointed by the Board may be called by or at the written request of the President or Secretary, or, in the case of a committee meeting, by the chairman of the committee. The person or persons authorized to call special meetings may fix any place either within or without the State of Washington as the place for holding any special Board or committee meeting called by them.
3.10 Meetings by Telephone
Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
3.11 Place of Meetings
All meetings shall be held at the principal office of the Club or at such other place within or without the State of Washington designated by the Board, by any persons entitled to call a meeting or by a waiver of notice signed by all Directors.
3.12 Notice of Special Meetings
3.12.1 In Writing
Notices in writing may be delivered or mailed to a Director at his or her address shown on the records of the Club not less than 10 days before the meeting. If notice is delivered via regular mail, the notice shall be deemed effective when deposited in the official government mail properly addressed with postage thereon prepaid. Neither the business to be transacted at nor the purpose of any special meeting need be specified in the notice of a special meeting.
3.12.2 Personal Communication
Notice may be by personal communication with a Director not less than 10 days before the meeting.
3.12.3 Electronic Transmission
Notices may be provided in an electronic transmission and be electronically transmitted not less than 10 days before the meeting. Notice in an electronic transmission is effective only with respect to those Directors that have consented, in the form of a record, to receive electronically transmitted notices and designated in such consent the address, location or system to which these notices may be electronically transmitted. A Director who has consented to receipt of electronically transmitted notices may revoke the consent by delivering a revocation to the Club in the form of a record. Furthermore, the consent is automatically revoked if the Club is unable to electronically transmit two consecutive notices given by the Club, and this inability becomes known to the person responsible for giving notice. Notice provided in an electronic transmission is effective when it is electronically transmitted to an address, location or system designated by the recipient for that purpose.
3.13 Waiver of Notice
Whenever any notice is required to be given to any Director under the provisions of these Bylaws or applicable Washington law, a waiver thereof in the form of a record, including, without limitation, an electronic transmission from 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. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board need be specified in the waiver of notice of such meeting.
3.13.2 By Attendance
The attendance of a Director at a 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 transacting of any business because the meeting is not lawfully called or convened.
A majority of the number of Directors fixed by or in the manner provided by these Bylaws shall constitute a quorum for the transacting of business at any Board meeting. If a quorum is not present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
3.15 Manner of Acting
The act of the majority of the Directors present at a meeting at which there is a quorum shall be the act of the Board, unless the vote of a greater number is required by these Bylaws or applicable Washington law.
3.16 Presumption of Assent
A Director of the Club present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention is entered in the minutes of the meeting, or unless such Director files a written dissent or abstention to such action with the person acting as secretary of the meeting before the adjournment thereof, or forwards such dissent or abstention by registered mail to the Secretary of the Club immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.
3.17 Action by Board Without a Meeting
Any action which could be taken at a meeting of the Board may be taken without a meeting if a consent in the form of a record, which consent clearly sets forth the action to be taken, is executed by all the Directors. Any such record shall be inserted in the minute book as if it were the minutes of a Board meeting. For purposes of this Section 3.16, record means information inscribed on a tangible medium or contained in an electronic transmission.
Any Director may resign at any time by delivering written notice to the President or the Secretary at the registered office of the Club, or by giving oral or written notice at any meeting of the Directors. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
One or more Directors (including the entire Board) may be removed from office, with or without cause, by a majority vote of the Executive Board. Executive Board members may be removed from office, with or without cause, by a 3/4 majority of the Executive Board.
A vacancy in the position of Director may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board. A Director who fills a vacancy shall serve for the unexpired term of his or her predecessor in office.
The Directors shall receive no compensation for their service as Directors but may receive reimbursement for reasonable expenditures incurred on behalf of the Club.
ARTICLE 4. OFFICERS
4.1 Number and Qualifications
The officers of the Club shall be a President, a Vice President, a Secretary and a Treasurer, each of whom shall be elected by the Board. Other officers and assistant officers may be elected or appointed by the Board, such officers and assistant officers to hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board. Any officer may be assigned by the Board any additional title that the Board deems appropriate. All officers must be Directors of the Club.
4.2 Election and Term of Office
The officers of the Club shall be elected each year by the Board at the annual meeting of the Board. Unless an officer dies, resigns, or is removed from office, he or she shall hold office under the next annual meeting of the Board or until his or her successor is elected.
Any officer may resign at any time by delivering written notice to the President, the Vice President, the Secretary or the Board, or by giving oral or written notice at any meeting of the Board. Any such resignation shall take effect at the time specified therein or, if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Club would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
A vacancy in any office created by the death, resignation, removal, disqualification, creation of a new office or any other cause may be filled by the Board for the unexpired portion of the term or for a new term established by the Board.
The President shall preside over meetings of the Board and, subject to the Board’s control, shall supervise all of the business of the Club and execute documents on behalf of the Club. The president shall also perform such other duties as may be assigned to him or her by the Board from time to time.
4.7 Vice President
In the event of the death of the President or his or her inability to act, the Vice President shall perform the duties of the President, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him or her by the President or by the Board.
The Secretary shall: (a) keep the minutes of meetings of the Board; (b) ensure that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records of the Club; (d) keep records of the mailing address of each Board Member and officer; and (e) perform such other duties as from time to time may be assigned to him or her by the President or the Board.
The Treasurer shall: (a) ensure that accurate accounts of the receipts and disbursements of the Club are maintained; (b) prepare financial reports from time to time, as may be requested by the Board; and (c) perform such other duties as from time to time may be assigned to him or her by the President or the Board.
The officers shall receive no compensation for their service as officers but may receive reimbursement for reasonable expenditures incurred on behalf of the Club.
ARTICLE 5. COACHING DIRECTOR
5.1 Coaching Director
The Coaching Director shall be hired by a 3/4 majority vote of the Executive Board. The Coaching Director has day-to-day responsibility for the Club soccer programs, including carrying out the Club’s goals and objectives. The Coaching Director will attend all Board meetings, report on the progress of the Club, answer questions of Board members and carry out the duties described in the job description. The Board can designate other duties as necessary. The Coaching Director may be removed, with or without cause, only by a 3/4 majority vote of the Executive Board.
5.2 Additional Coaching Directors
The Coaching Director shall be authorized to hire additional Coaching Directors and Associate Coaching Directors, subject to budget approval by the Club Board. Any such additional Coaching Directors shall have day-to-day responsibility for the Club soccer programs, including carrying out the Club’s goals and objectives, as may be designated by the Coaching Director. Such additional Coaching Directors shall attend Board meetings as requested by the Coaching Director.
ARTICLE 6. STANDARD OF CONDUCT FOR OFFICERS AND DIRECTORS
Officers and Directors shall discharge their respective duties, including the duties of any committee of the Board upon which a Director may serve:
(a) in good faith;
(b) with such care, including reasonable inquiry, as an ordinary prudent person in like position would exercise under similar circumstances; and
(c) in a manner such officer or Director believes to be in the best interest of the Club.
ARTICLE 7. ADVISORY BOARD
The Board of Directors may appoint an Advisory Board of one or more persons to provide advice and assistance to the Board. Members of the Advisory Board may be invited to meetings of the Board, but shall not be entitled to vote or exercise other powers of a Director of the Club; provided however, to the extent permitted by law, members of the Advisory Board shall be entitled to the same limitations on liability and rights to indemnification as Directors of the Club. The Board of Directors may determine by separate resolution the operational rules which shall govern the Advisory Board. Advisory Board members may be removed at any time without cause, by the Board.
ARTICLE 8. INTERESTS OF DIRECTORS AND OFFICERS
Directors who receive any compensation for services in any capacity, directly or indirectly, from the Club may not vote on matters pertaining to that Director’s compensation.
8.2 Conflict of Interest
Directors and officers shall disclose to the Board any financial interest which the Director or officer directly or indirectly has in any person or entity which is a party a transaction under consideration by the Board. The interested Director or officer shall abstain from voting on the transaction.
8.3 Review of Certain Transactions
Prior to entering into any compensation agreement, contract for goods or services, or any other transaction with any person who is in a position to exercise influence over the affairs of the Blub, the Board shall establish that the proposed transaction is reasonable when compared with a similarly-situated organization for functionally comparable positions, goods or services rendered.
ARTICLE 9. ADMINISTRATIVE AND FINANCIAL PROVISIONS
No Loans shall be contracted on behalf of the Club and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.
9.2 Loans or Extensions of Credit to Officers and Directors
No loans shall be made and no credit shall be extended by the Club to its officers or Directors.
9.3 Checks, Drafts, Etc.
All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Club shall be signed by such officer or officers, or agent or agents, of the Club and in such manner as is from time to time determined by resolution of the Board.
All funds of the Club not otherwise employed shall be deposited from time to time to the credit of the Club in such banks, trust companies or other depositories as the Board may select.
9.5 Books and Records
The Club shall keep at its principal or registered office copies of its current Bylaws; correct and adequate records of accounts and finances, minutes of the proceedings of its Boards and any minutes which may be maintained by committees of the Board; records of the names and post office addresses of its officers and Directors, and such other records as may be necessary or advisable.
9.6 Corporate Seal
If the Board determines that it is advisable, the Club shall have a corporate seal consisting of the name of the Club, the state of its incorporation and the year of its incorporation.
9.7 Accounting Year
Unless a different accounting year is at any time selected by the Board, the accounting year of the Club shall be the twelve months ending on December 31.
9.8 Rules of Procedure
The rules of procedure at meetings of the Board and committees of the Board shall be rules contained in Roberts’ Rules of Order on Parliamentary Procedure, Newly Revised, so far as applicable and when not inconsistent with these Bylaws or any resolution of the Board.
ARTICLE 10. AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any meeting of the Board, or by the written consent of each of the Directors.
I HEREBY CERTIFY AS SECRETARY OF THE CLUB THAT THE CLUB ADOPTED THESE BYLAWS AT THE INITIAL MEETING OF THE CLUB’S OPERATING BOARD HELD ______________, 2016.