Bay Area Soccer Association
Revised December 14, 1999
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 citizens of the Bay County area of Michigan. The Bay Area Soccer Association shall do all 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 defined by the Internal Revenue Code of 1975, including Section 501(c)(3) of said Code.
Article III - Membership
Section 1. 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.
Section 2. 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 equal voting rights.
Section 3. 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.
Section 4. Qualifications for Association Membership.
Article IV - Meetings of Members
Section 1. 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.
Section 2. Special Meetings. Special meetings of the membership may be called by a majority of the Board of Directors.
Article V - Board of Directors
Section 1. Powers and Duties. The business, property, and affairs 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.
Section 2. Number and Name of Office. The Board of Directors shall consist of not less than 4 members. The Directors of this Corporation shall elect officers as found in Article VI in December of each year. The Board of Directors may also in its discretion, designate such other assistants or subordinate directors as shall be deemed necessary.
Section 3. Qualifications of Directors. Any person may be elected a director, provided he or she meets the qualifications set forth in Article III, Section 4.
Section 4. Tenure. Each director of the Corporation shall hold office for a two (2)year term, renewable by majority vote of the remaining directors, not to exceed three consecutive two year terms. After such release, reelection to the board may take place after one year. Any director may resign at any time by providing written notice to the Corporation. The resignation will be effective on receipt of the notice or at a later time designated in the notice.
Section 5. Vacancies. Any director of the Corporation may be removed from the office by the Board of Directors whenever, in it's 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 director 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 selected by majority vote of all the remaining directors.
Section 6. 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 may be reimbursed.
Section 7. 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.
Section 8. Board of Directors Meetings. Meetings of the board shall be held quarterly and in December the meeting shall follow the general membership meeting. Such meetings shall be for the purpose of organization and consideration of any other business which may be brought before the board. 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 and place and general purpose of the meeting. All board members must be notified of such a meeting.
Section 9. Quorum. A majority of the Board of Directors constitutes a quorum for the transaction of any business at any meeting of the board. Actions voted on by a majority of directors present at a meeting where a quorum is present shall constitute authorized actions of the board unless a greater number is required by law, or these Bylaws.
Section 10. Proxies. A director shall be entitled to vote on any issue before the board by proxy. A proxy shall be signed by the director and given to the Secretary of the Board prior to the meeting. A proxy is revocable at the pleasure of the director executing it.
Article VI - Officers
Section 1. Names and Number. The officers of the Board of Directors shall be appointed by majority vote of the Board of Directors in December of each year. The officers shall be a president, vice president, secretary, treasurer, and registrar. The Board of Directors may also appoint other officers as the board deems appropriate. Two or more offices may be held by the same person, 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.
Section 2. Term of Office. Each officer shall hold office until the December elections. Successive terms of office are allowed. An officer may resign at any time by providing written notice to the Corporation. Notice of resignation is effective on receipt or at a later time designated in the notice.
Section 3. Qualifications of Officers. All officers of the corporation shall be members of the Board of Directors.
Section 4. Vacancies. Any officer of the Corporation may be removed from the office by the Board of Directors whenever, in it's 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.
Section 5. 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 may be reimbursed.
Section 6. 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.
Section 7. Vice President. The vice president shall have the power to perform duties that are assigned by the president or the 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.
Section 8. 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.
Section 9. 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.
Section 10. Registrar. The registrar shall keep a register of all members, officers, coaches, referees, and players; submit registration materials to the Michigan State Youth Soccer Association as required; and perform all duties assigned by the president or Board of Directors.
Article VII - Committees
Section 1. Committees may be appointed from time to time by the president or the Board of Directors for such purpose as the circumstances warrant. The president shall be an ex-officio member of all committees. Minutes shall be taken by a committee member and forwarded to the secretary of the Board of Directors for inclusion in Corporation records.
Article VIII - Miscellaneous
Section 1. Books and Records. The Corporation shall keep correct and complete books and records of account, and shall keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors. All books and records of the Corporation may be inspected by any member or their agent or attorney for any proper purpose, at any reasonable time. There shall be an audit of all books each January as directed by the Board of Directors.
Section 2. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December.
Section 3. Amendment of Bylaws. The Bylaws may be amended, repealed or altered in whole or in part by majority vote of all of the Board of Directors at any meeting where written notice stating the place, date, hour and proposed revisions have been given to each Board member no less than one week prior to such meeting time.