Bay Area Soccer Association
Revised January 14, 2014
Article I - Name
The name of this corporation shall be "Bay Area Soccer Association", hereinafter called the corporation.
Article II - Purpose
The purpose of the Corporation is to educate and promote good will by organizing,sponsoring, and promoting athletic games and activities, involving the citizensof the Bay County area of Michigan. The Bay Area Soccer Association shall doall things necessary and proper in the furtherance of the above set forth objectives within such limitations as are prescribed by law by such Internal Revenue Service regulations as applied to non-profit organizations as definedby the Internal Revenue Code of 1975, including Section 501(c)(3) of said Code.
Article III - Membership
Section1. Class of members. The Corporation shall have two (2) classes of members: Board of Directors and Association Members. Except as may otherwise be provided in the Bylaws of the Corporation,all members of the Corporation shall have the same and equal rights,privileges, duties, liabilities, limitations, and restrictions.
Section2. Board of Directors. Board of Directors shall comply with all regulations and qualifications as set forth in Article V of these Bylaws. All Board of Directors shall have the same and equalvoting rights.
Section3. Association Members. Association Members shall be any person who meets the qualifications as set forth in section four of this article. Association Members shall have no voting rights.
Section4. Qualifications for Association Membership.
A.All persons shall be eligible for membership in the corporation who are at least 18 years of age and are in the Corporation register.
B.There shall be no discrimination from membership because of race, color,religion, sex, national origin, age, height, weight, marital status, or handicap,which falls into the State of Michigan recommendations for such mattersrelating to discrimination.
C.All exceptions to the right of membership are to be approved by majority vote of the Board of Directors.
Article IV - Meetings
Section1. Notice of Meetings. No notice shall be required for the annual or any regular meeting of the Board. Notice of special meetings of the Board shall be held on notice of time and place to each Director given not less than two (2) days prior to the meeting. Notice may be given in person, by fax, by United States Postal Service or to the email address designated by the Director. Neither the business to be transacted at,nor the purpose of, a regular or special meeting of the Board need be specified in the notice of the meeting.
Section2. Place of Meetings. Meetings may be held at such places within the State of Michigan. Any regular, annual or special meeting of the Board may be held by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation shall constitute presence at the meeting.
Section3. Annual Meeting. The annual meeting of the membership shall be held during the month of December of each year, at such time and place as the Board of Directors may designate.
Section4. Special Meetings. Special meetings of the board may be called by the President or called by any two board members with no less than twenty-four (24) hours notice specifying the time, place and general purpose of the meeting. All board members must be notified of such ameeting.
Section 5. Regular Meetings. Board of Directors Meetings. Meetings of the board shall be held quarterly and in December,the regular meeting shall follow the annual meeting. Such meetings shall be for the purpose of the organization and consideration of any other business, which may be brought before the board, at such time and place as the Board of Directors may designate.
Section6. Telecommunications Device.Members of the Board of Directors may participate in a meeting by means of conference telephone or similar communications equipment if all persons participating in the meeting can hear each other simultaneously. Participation in such manner shall constitute presence in person.
Section 7. Quorum. The majority of the Board of Directors members present in person at the time of the meeting shall constitute a quorum.
Section 8. Manner of Acting. The act of the majority of Directors present in person 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 law or the the Corporation’s By-Laws.
Section 9.Proxies. The Board may not vote by proxy, and no proxy may be counted to determine whether or not quorum is present at any meeting of the Board.
Section 10.Permitted Attendance. Meetings of the Board and of any committee shall not be open to the public, except with the approval of the Board or such committee.
Section 11.Voting. Each member of the Board of Directors shall have one (1) vote. If a Director holds more than one Board position, he/she has a single vote.
Section 12.Conflict of Interest. Each member of the Board of Directors shall certify to the Corporation that no conflict of interest exists which would impair that member’s ability to serve on the Board of Directors. Board of Directors may not use their positions to profit personally or to assist others in profiting inany way at the expense of the organization. In any situation where a Board member’s outside interest conflicts with those of the organization, the Board member must disclose the conflict to the Board of Directors and abstain from voting on said issue.
Article V - Board of Directors
Section1. Powers and Duties. The business,property, and affairs and funds of the Corporation shall be managed by the Board of Directors which may exercise all powers of the Corporation and do all such lawful acts and things permitted by statute and by the Articles of Incorporation.
Section2. Number and Term. The number of Directors, which shall constitute the whole board, shall consist of no fewer than three (3) nor more than fifteen (15) in number. The number of Directors that shall constitute the Board of Directors may be increased at any meeting of the Board by the affirmative vote of the majority of Directors. Members of the Board of Directors shall be appointed for staggered 3 year terms so that nearly as possible the terms of one-third (1/3) of the Directors shall expire at each annual meeting. Board member appointments and reappointments shall commence at the annual meeting held in December.
In the event a Board member position needs to be filled due to vacancy, the Board of Directors may appoint a member to fulfill that vacancy until elections are held at the annual meeting.
No Board member shall serve more than (2) consecutive three (3) year terms, or in any event including holding of officership, more than six years. After a period of one (1) year of not serving on the Board, such person may be eligible again to serve on the Board of Directors.
Any Director may resign at any time by providing written notice to the corporation.The resignation will be effective on the receipt of the notice and the acceptance of the resignation shall not be necessary to make it effective.
Section3. Qualifications of Directors. Any person may be elected a director, provided he or she meets the qualifications set forth in Article III, Section 4.
Section4. Vacancies. Any director of the Corporation may be removed from the office by the Board of Directors whenever,in its judgment, the best interests of the Corporation will be served thereby.Such removal shall be without prejudice to the contract rights, if any, of thedirector so removed. A majority vote of all the Board of Directors is required for removal. Any vacancy in the Board of Directors shall be filled by a person meeting the qualifications as set forth in Article III, Section 4, and selectedby majority vote of all the remaining directors.
Section5. Compensation and Expenses. Members of the Board of Directors shall receive no compensation for service in such office. However, by resolution of the Board of Directors, certain expenses maybe reimbursed.
Section6. Delegation of Official Authority.In case of the absence or disability of any director, the Board of Directors may delegate the powers or duties of such director to any other person for a specific period as approved by a majority vote of all the Board of Directors.
Article VI - Officers
Section1. Number and Term. The officers o fthe Board of Directors (Executive Committee) shall be appointed by majority vote of the Board of Directors at the annual meeting in December of each year.The officers shall be a president, vice president, secretary, and treasurer.The Board of Directors may also appoint other officers as the board deems appropriate. The same person may hold two or more offices, but such person shall not execute, acknowledge, or verify an instrument in more than one capacity if the instrument is required by law or by the Board of Directors to be executed,acknowledged, or verified by two or more officers.
Each officer term is for one (1) year and each officer shall hold office until the December elections. Successive terms of office are allowed and served concurrently with their Board of Directors terms. Meaning, an individual may serve as an officer for no more than six (6) years at which time their directorship will expire, see Article V. Section 2. An officer may resign their office at any time by providing written notice to the Corporation. Notice of resignation is effective on receipt and the acceptance of the resignation shall not be necessary to make it effective.
Section2. Qualifications of Officers. All officers of the corporation shall be members of the Board of Directors.
Section3. Vacancies. Any officer of the Corporation may be removed from the office by the Board of Directors whenever,in its judgment, the best interests of the Corporation will be served thereby.Such removal shall be without prejudice to the contract rights, if any, of the officer so removed. A majority vote of all the Board of Directors is required for removal. Any vacancy in the office shall be filled by a board member selected by majority vote of the Board of Directors.
Section4. Compensation and Expenses.Officers of the Corporation shall receive no compensation for service in such office. However, by resolution of the Board of Directors, certain expenses maybe reimbursed.
Section5. President. The president shall be the chief executive officer of the corporation and shall have authority over the general control and management of the business and affairs of the corporation subject to the Board of Directors. The president, as directed by the Board of Directors, shall have power to appoint or discharge agents and independent contractors, to determine their duties, and to fix their compensation. The president may sign all corporate documents or agreements on behalf of the corporation as directed by the Board of Directors. The president shall sign all checks for the Corporation. The president shall see that all actions taken by the board are executed and shall perform all other duties incident to the office.
Section6. Vice President. The vice president shall have the power to perform duties that are assigned by the president orthe Board of Directors. If the president is absent or unable to perform his or her duties, the vice president shall perform the president's duties at such time as directed by the board.
Section7. Secretary. The secretary shall be custodian of all corporate records; record all Board and membership meeting minutes; complete needed correspondence for the corporation; and perform all duties assigned by the president or Board of Directors.
Section8. Treasurer. The treasurer shall keep, or cause to be kept, correct and complete records of account, showing accurately at all times the financial condition of the Corporation. He or she shall be the custodian of all funds, moneys, notes, securities, and other valuables, which may from time to time come into the possession of the Corporation, except as may be provided by resolution of the Board of Directors.The treasurer shall furnish at meetings of the Board of Directors, or whenever requested by the board, a statement of the financial condition of the Corporation, listing of all paid bills and cash flow statements. Both the president and the treasurer shall sign all checks of the Corporation. The treasurer shall deposit all funds of the Corporation from time to time to credit of the Corporation in such banks, trust companies, or other depositories as the Board may select, and shall perform such other duties as the Board of Directors may assign.
Article VII - Committees
Section1. Standing Committees. The standingcommittees ordinarily will include the Executive Committee and such otherstanding committees as the Board of Directors may authorize.
Section 2. Ad hoc committees may be appointed from time to time by the presidentor the Board of Directors for such temporary purpose as the circumstanceswarrant. Such committee shall limit its activity to the accomplishment of thepurpose for which created and shall have no power to act except as isspecifically conferred upon it by the Board of Directors. Minutes shall betaken by a committee member and forwarded to the secretary of the Board ofDirectors for inclusion in Corporation records
Article VIII - Indemnification
Section1. The Corporationshall indemnify any person who was or is a party, or is threatened to be made aparty to any threatened, pending or completed action, suit or proceeding,whether civil, criminal, administrative, or investigative. This involves aaction, suit or proceeding that is is by reason of the fact that the person isor was (i) a Director of the Corporation; (ii) an officer of the Corporation;(iii) an employee of the Corporation; (iv) an agent authorized by theCorporation to act on behalf of the Corporation; or (v) each person who servesor has served at the request of the Corporation as a officer, employee orcommittee member of another corporation. The indemnification shall be againstexpenses (including attorneys’ fees), judgments and fines against her or him inconnection with such action, suit or proceeding. The indemnification shall only apply if sheor he acted in good faith and in a manner she or he reasonably believed to bein, or not opposed to the best interest of the Corporation. With respect to any criminal action orproceeding, there must have been no reasonable cause to believe her or hisconduct was unlawful. It is intendedthat the scope of this indemnification shall at all times be as extensive asthat allowed by law. The Corporation mayindemnify such other persons as determined by the Board of Directors.
Article IX - Miscellaneous
Section 1. The Corporationshall have the power to purchase and is required to maintain insurance onbehalf of any person who is or was a Director, officer, or volunteer (checkwith risk on this to see if volunteers are covered through the state) or employeeor agent of the corporation. Insuring against any liability asserted againstthe person and incurred by the person in any such capacity or arising out ofthe person status as such, whether or not the Corporation would have power toindemnify the person against such liability under article VIII, section 1.
Section 2. Books and Records. The Corporation shall keep correct andcomplete books and records of account, and shall keep minutes of theproceedings of its members, Board of Directors, and committees having any ofthe authority of the Board of Directors. All books and records of the Corporationmay be inspected by any member or their agent or attorney for any properpurpose, at any reasonable time. There shall be an audit of all books eachJanuary as directed by the Board of Directors.
Section3. Fiscal Year. The fiscal year ofthe Corporation shall begin on the first day of January and end on the last dayof December.
Section4. Amendment of Bylaws. The Bylawsmay be amended, repealed or altered in whole or in part by majority vote of allof the Board of Directors where written notice stating the place, date, hourand proposed revisions have been given to each Board member no less than sevendays in advance of the date of the meeting.
Section5. Bylaws Review. The Bylaws shall be reviewed annually and revised as deemednecessary.
Article X - Dissolution
Section 1. Disposition of Assets. Upon thedissolution of the Corporation, the disposition of all the assets of theCorporation shall be in a manner as provided by the Board of Directors. Afterthe completion of the paying of or the making of provision of the payment ofall the liabilities, direct or indirect, including without limitation, allliabilities evidenced in all outstanding loan agreements, credit arrangements,master indentures and other similar documents, the remaining assets shall bedistributed for one or more exempt purposes shall be distributed to the localgovernment or other non-profit organization for public purposes.
EFFECTIVE DATE. These Bylaws shall be effective on the 14th dayof January, 2014.
Approved and adopted by the Board of Directors of the Corporation onthe 14th day of January2014.
Bay Area Soccer Association
Brian Scherzer Jefferson Swartz