BY-LAWS OF THE
FAUQUIER COUNTY SOCCER CLUB
Last Revised March 19, 2011
Fauquier County Soccer Club, Inc. (hereinafter the “FCSC”), a volunteer not-for-profit membership corporation organized and existing under the laws of the Commonwealth of Virginia, herein sets out its by-laws to be the following:
SECTION 1. Affiliation: The FCSC shall be an affiliate of the Virginia Youth Soccer Association, Inc. (VYSA) for its youth programs and the Metropolitan D.C. - Virginia Soccer Association, Inc. (MDCVSA) for its adult programs, and the FCSC shall be subject to the rules, regulations and by-laws of the VYSA and the MDCVSA respectively to the extent permissible under applicable laws of the Commonwealth of Virginia and the United States of America.
SECTION 2. Authority: The FCSC shall exercise through its governing body all such powers as may be required to accomplish its stated purpose, or purposes, as are not inconsistent with the articles, by-laws, rules, and requirements of the VYSA and the MDCVSA and or the laws of the relevant jurisdictions.
SECTION 3. Non-Discrimination: The FCSC will not discriminate against any individual based on race, color, religion, age, sex, or national origin.
SECTION 4. Sexual and Physical Abuse: To the extent permissible under applicable law, the FCSC shall adopt policies prohibiting sexual and physical abuse that are consistent with the criteria established by the VYSA and its governing authority.
SECTION 1. Member Eligibility: The elected officials of FCSC, persons appointed to positions in FCSC by the Board of Directors, Coaches of teams that are members of the FCSC, Parents or Guardians of children ages 3-19 years who have paid the requisite membership fee for the current year, and Adult players 19 years and older who have properly registered with the FCSC and paid the requisite membership fee for the current year.
SECTION 2. Team Membership: All youth and adult soccer teams that participate in the FCSC recreational league. All youth and adult travel teams and tournament teams sanctioned by FCSC, and comprised mainly of players residing in Fauquier County. All youth and adult select or all-star teams sanctioned by FCSC and comprised of players from the FCSC recreational league shall be members of FCSC and shall be governed by these by-laws and such Rules and Regulations as may be promulgated pursuant to the provisions in these by-laws.
SECTION 3. Registration for Membership: Application for membership in the FCSC shall be submitted to the Board of Directors and shall provide that the applicant shall abide by the Articles of Incorporation, by-laws, policies, procedures and decision of the FCSC and its governing authority. The applicable fees for the specific membership being applied for shall accompany each application.
MEETINGS OF MEMBERS
SECTION 1. Place of Meetings: Meeting of the Members may be held at such place or places within Fauquier County, Virginia as shall be fixed by the Board of Directors and stated in the notice of meeting.
SECTION 2. Annual Meetings: An annual meeting of the Members for the election of the members of the Board of Directors and the transaction of such other business as may properly come before the meeting shall be held annually on a date established and timely noticed by the Board of Directors each year.
SECTION 3. Special Meetings: Special Meetings of the Members for any purpose(s) may be called by the Board of Directors or by the Board President.
SECTION 4. Notice of Annual Meetings: Not less than seven nor more than 60 days before each meeting of the members. The Secretary shall cause notice of the annual meeting to be given to all members of record. The annual meeting stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by statute, the purpose(s) for which the meeting is called will be included in the notice.
SECTION 5. Quorum: At any meeting of the members, the presence in person or by proxy of twenty-five members entitled to vote thereat shall constitute a quorum, except as otherwise provided by law or by the articles of incorporation. If, however, such quorum shall not be present at any meeting of the members, the members entitled to vote at such meeting, present in person or by proxy, shall have the power to adjourn the meeting from time to time to a date not more than 30 days after the original record date without notice other than announcement at the meeting until such quorum shall be present. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting originally noticed. The members present at a meeting duly called and convened and at which a quorum is present at the time counted may continue to transact business until adjournment, notwithstanding the withdrawal of enough members entitled to vote to leave less than a quorum.
SECTION 6. Voting: At each annual meeting of the members or special election, every member then entitled to one vote and may vote in person. A majority of all votes cast by the members present at a
meeting of members duly called and at which a quorum is present shall be sufficient to approve any matter which may properly come before the meeting, unless more than a majority of the votes cast is required by statute.
MEMBERS OF BOARD OF DIRECTORS
SECTION 1. Number: The number of members comprising the Board of Directors shall be no fewer than five and no more than eight. Said number may be increased from time to time by amendment to these by-laws, but shall never be fewer than five. The Board of Directors shall be elected by the memberships at the annual meeting. The Board of Directors shall be divided into three (3) classes of membership as near to being equal in number as possible, with the term of office of one class expiring each year. At the annual meeting of members in March 2001, Directors of the first class shall be elected for three (3) years, the members of the second class shall be elected for two (2) years, and the Members of the third class shall be elected for one (1) year. Thereafter, at each annual meeting of the members, the successors to the class of Directors whose terms shall then expire shall be elected for a term of three (3) years. When the aggregate number of Directors is changed, any increase or decrease shall be so apportioned among the classes so as to make all classes as nearly equal in number as may be possible. No decrease in the aggregate number of Directors shall shorten the term of any incumbent Director.
The members of the Board of Directors shall be the governing authority of the FCSC. In addition, have all the powers as vested in them in accordance with Article III, Section 2 of these by-laws.
SECTION 2. Powers: The management of FCSC, its property and affairs shall be vested in the Board of Directors. That Board may exercise all of the powers of the corporation and do all lawful acts and things (including the adoption of such rules and regulations for the conduct of the members, the exercise of its powers, and the management of the FCSC, as it may deem proper), consistent with the statute and these by-laws, and not thereby conferred upon or reserved to the members.
SECTION 3. Meetings: Each annual meeting of the Board of Directors may be held without notice immediately after the annual meeting of the members. The Board may establish regular meetings of the Board of Directors. Special meetings of the Board of Directors may be called by the Board President, and shall be called at the written request of not less than a majority of the members of the Board of Directors. Five days’ notice of special meetings shall be given by mail to each member of the Board of Directors. Notice of special meetings need not state the purpose(s) thereof. Meetings of the Board may be held at any place within or outside the Commonwealth of Virginia
SECTION 4. Quorum Action: A majority of the Board of Directors shall constitute a quorum for the transaction of business at a Board of Directors meeting. At any duly held board meeting at which a quorum is present, the affirmative vote of a majority of the directors present shall be the act of the Board of Directors on any question, except where the act of a greater number is required by these by-laws, by the Articles of Incorporation, or by statute.
SECTION 5. Action by written consent in lieu of meeting of the Board of Directors
Any action required or permitted to be taken at a meeting of the Board of Directors by Directors may be taken without a meeting by:
A. Written Consent in Lieu of Meeting
If a consent in writing, setting forth such action, is signed by each member of the Board of Directors and such consent is filed with the minutes of proceedings of the Board.
B. Electronic Voting
By Electronic Voting as follows:
i. All Board Members shall keep on file with the Secretary a current email address for the receipt of official communication.
ii. The making of, seconding of, offering amendments to, and voting on motions shall take place by distribution of email to all Board members at the email address of record.
iii. Any Board member may submit a motion for vote by Electronic Voting by distributing said motion to all Board Members at their respective addresses of record in a single email such that all members can witness that the motion was made simultaneously to the Board and was sent to the addresses of record of the Members.
iv. The motion must state and clearly explain the nature of the subject action and the name of the Member so moving.
v. The motion must, within 48 hours of being submitted, be acknowledged by the President of the Board, or in his or her absence, be acknowledged by the Vice President by return email to the Board stating the acknowledgement is made in the absence of the President. Such acknowledgement shall include the request for a Second. Any motion not receiving an acknowledgement and request for a Second within 48 hours shall be considered to be expired.
vi. A Second may be made by any voting Board Member by replying to the Board as a whole and indicating clearly that the motion is seconded.
vii. After a Second, Board Members will have 48 hours to cast their votes by reply to the Board as a whole, or by the receipt of votes by all Board Members. Any Board Member may change their vote by replying to the Board, provided that the 48 hours has not elapsed, nor the votes of all other Board Members have been received.
viii. Electronic votes must receive votes (in the affirmative or in the negative) of a Quorum of the Board in order to be considered valid.
ix. Any Board Member in opposition to considering a Motion by Electronic Voting may so state by email to the Board, thereby removing them from the count towards Quorum.
x. The processes named in (f) through (i) above shall be administered by the Secretary in the absence of the Secretary, the President or the Vice president having acknowledged the motion and called for a Second, shall appoint a Secretary Pro Tem as vote administrator.
xi. A motion is carried if the total number of returned ballots is at least a Quorum of The Board, and the number of affirmative votes exceeds the number of negative ones.
xii. The Secretary will publish to the Board the outcome and the vote of each member who returned a ballot.
xiii. Any Board member may move at any time to modify the deadline set by the Secretary, that is, to move for curtailment or extension of debate. Such a motion, if seconded, has immediate precedence. The Secretary will immediately send out a ballot form on this motion and will set a deadline on it of forty-eight (48) hours from the time of sending the ballot. The forty-eight hours shall be elapsed time at the location of the Secretary, or the receipt of the return votes of all Board Members.
SECTION 6. Vacancies: Any vacancy occurring in the Board of Directors, including a vacancy resulting from an increase in the number of members of the Board may be filled by the affirmative vote of a majority of the remaining members, though less than a quorum.
SECTION 7. Removal: Any one or more of the members of the Board of Directors may be removed at any time for or without cause by vote of the members of FCSC entitled to cast a majority of the votes, present in person or by proxy, at a meeting the notice of which announces the intended removal.
SECTION 8. Commissioners and Committees: The Board of Directors may appoint from the membership of FCSC the following Commissioners and Officials: Recreation League Age Group Commissioners, Travel Commissioner (and Representatives to the various travel leagues in which FCSC teams participate), Fields Commissioner, Kid-safe Commissioner, Referee Commissioner, Rules Commissioner, Equipment Coordinator, All Star Coordinator and Representative to the County. The Board of Directors may appoint additional commissioners and Officials as shall, in the discretion of the Board, appear beneficial to the operation of FCSC. The appointed official shall be committee members of the Board of Directors of FCSC, but shall not be voting members of the Board of Directors. As used hereinafter in these by-laws, the term “Board: shall refer to the Board of Directors and the term “committee member” shall refer to those non-voting members appointed to serve by the Board of Directors. The Board of Directors may also form such committees, as it shall deem useful, and appoint from the membership of FCSC the persons to serve to such committees.
ELECTED OFFICERS AND APPOINTED OFFICIALS
SECTION 1. Officers: The officers of FCSC shall be a President, Vice-President, Treasurer, Secretary and Registrar, who shall be elected annually by the Board of Directors of FCSC, from the Directors nominated and elected by the members of the FCSC and shall hold office at the pleasure of the membership. All vacancies occurring among any of the officers shall be filled by a majority vote of the Board of Directors for the remaining term of that officer’s term.
SECTION 2. President: The President shall call and preside at all membership, Board of Directors and Board of Directors meetings. When the Board is not in session, he shall have general management and control of the business and affairs of FCSC. The President shall appoint with the approval by majority vote of the Board all Commissioner and Committees in accordance with Article III, Section 8.
SECTION 3. Vice-President: The Vice-President shall in the absence or disability of the President, exercise the powers and perform the duties of the President, and shall exercise such other powers and perform such other duties as shall be prescribed by the Board of Directors.
SECTION 4. Treasurer: The Treasurer shall be responsible for ensuring that detailed accounts of FCSC books are maintained in accordance with standard accounting practices. Ensure that all bills are paid and that all receivables are collected. Ensure that a financial report is presented to the Board of Directors at each board meeting. Ensure that the taxes for the FCSC are prepared and paid in accordance with Internal Revenue Services and Virginia State Tax Laws
SECTION 5. Secretary: The Secretary shall keep the minutes of all proceedings of the Board of Directors, Annual Meetings, and Special Meetings that he or she is called too. Shall ensure that all notices to the members are given in a timely manner. Shall have charge of the minute book, shall prepare forms and information handout sheets, shall be responsible for the printing and distribution of FCSC printer materials, and shall handle necessary correspondence.
SECTION 6. Registrar: The Registrar shall operate the recreational league player registration program, maintain updated recreational team rosters, assist in the assignment of players to teams, advertise as necessary, and maintain a waiting list of perspective players after all recreation teams are full.
SECTION 7. Other Officials: The Commissioners, Coordinators and other officials as may be appointed by the Board of Directors shall have such duties and responsibilities as may be established by the Board of Directors.
SECTION 8. Limits on Representation: Representation on the board of directors by more than two representatives of a single FCSC travel team, recreational team, or adult team is prohibited. A representative of a team shall include players, and immediate family members. In the event that the child of an existing board member joins a team that is already represented by two board members, the team will be allowed to have three representatives until the term of one of the team representatives expires at which point the board member is prohibited from running for another term. The board of directors by unanimous consent may waive this restriction to ensure operational integrity of the board.
SECTION 9. Potential Conflict of Interest: Due to the potential for a conflict of interest, paid FCSC staff members or contractors and their immediate family are prohibited from serving on the Board of Directors.
RULES AND REGULATIONS
The Board shall enact such rules and regulations to govern all aspects of its operation of FCSC as the board may deem necessary and beneficial, provided such rules and regulations are not contrary to rules and regulations established by VYSA, USYSA and/or other official bodies governing and sanctioning youth soccer in the United States.
SECTION 1. Fiscal Year: The fiscal year of FCSC shall close annually on May 31.
SECTION 2. Checks, Notes, Etc:
(a) Checks, notes, drafts, bills of exchange and orders for the payment of money shall be signed or endorsed in such manner as shall be determined by the Executive Board.
(b) The funds of the corporation shall be deposited in such bank or trust company, and checks drawn against such funds shall be signed in such manner as may be determined from time to time by the Executive Board.
SECTION 1. Amendments: These By-Laws shall be altered, amended or repealed:
(a) At any duly held meeting of the members by vote of the members holding more than two-thirds of the votes, present in person or by proxy, provided notice of the amendment is included in the notice of such meeting, and
(b) At any regular or special meeting of the Board of Directors by a two-thirds majority of the entire Board. Changes made by the Board of Directors must be ratified by at the next duly held meeting of the members in accordance with paragraph (a) of this section.
Directors of FCSC shall be indemnified to the fullest extent now or hereafter permitted by law in connection with any actual or threatened action or proceeding arising out of their service to FCSC. Persons who are not directors of FCSC may be similarly indemnified in respect of such service to the extent authorized at any time by the board of directors. FCSC may purchase and maintain indemnity insurance with respect to any obligations hereunder to the full extent permitted by law.