BYLAWS OF FC MIDWESTSOCCERACADEMY (FCM)
ARTICLE 1
OFFICES
The principal office of the corporation in the State of Iowa shall be located in BlackHawkCounty. The corporation may have such other offices, within or without the State of Iowa, as the business of the corporation may require from time to time. The registered office of the corporation required by the Iowa Nonprofit Corporation Act to be continuously maintained in Iowa shall be initially as provided in the Articles of Incorporation, subject to change from time to time by resolution by the Board of Directors and filing of statement of said changes as required by the Iowa Nonprofit Corporation Act. A regular address shall be maintained for correspondence with FC Midwest Soccer Academy.
ARTICLE 2
MEMBERS
SECTION 1. MEMBERS. The membership of the corporation shall consist of those persons who have paid dues as provided herein. Player members of the corporation shall be non-voting members.
SECTION 2. DUES/FEES. Members are required to pay dues and/or fees in an amount to be determined by the corporation's Board of Directors from time to time. In order to continue membership, members must maintain good standing regarding payment of all fees due.
SECTION 3. BAD STANDING & REMOVAL OF MEMBERS. Any member may be put into bad standing or removed for violating any USSF, USYSA, USASA, ISA or FCM rule or regulation, not following the FCM policies and Bylaws, and/or for non-payment of fees (monies) owed to FCM or any affiliate of USSF, USYSA or USASA, or ISA. Members may be put into bad standing or removed by 2/3 vote in the affirmative by those voting Board of Directors present at a meeting called specifically for that purpose. Bad standing may include one or more of the following actions: reprimand, suspension, restitution, fine and/or removal.
SECTION 4. REPRESENTATION. Each member of the Board of Directors of the corporation shall have one (1) vote at meetings as will each member of the coaching staff, (actual player members shall have no vote). Voting members of the Board of Directors shall consist of those members defined in Article 4, Section 1 of these Bylaws.
SECTION 5. ANNUAL MEETING. The annual general meeting of FCMSoccerAcademy shall be held for the purpose of electing the Board of Directors, and for the transaction of such other business as may come before the meeting.
SECTION 6. INFORMATIONAL MEETINGS. Meetings of coaches, managers and committees may be scheduled throughout the year upon reasonable notice of at least ten (10) days.
SECTION 7. SPECIAL MEETINGS. Special meetings of members may be called by the President at any time on his or her own initiative; or by the President or Secretary upon written request by a majority of the current members, or majority of the Board of Directors, to such officer. Notice of the meeting shall be communicated to each member at least ten (10) days prior to the meeting, and at such special meeting there shall only be considered such business as is specified in the notice of the meeting.
SECTION 9. RULES OF ORDER. The rules and current addition of Robert's Rules of Order (newly revised) shall govern the Club and all meetings to the extent they are not inconsistent with these Bylaws or any other special rules which the Club may adopt.
ARTICLE 3
DIRECTORS
SECTION 1. GENERAL POWERS. The business and affairs of the corporation shall be managed by its Board of Directors. They shall establish policies and procedures, and communicate such to the members.
SECTION 2. NUMBER AND ELECTION OF DIRECTORS. The number of directors shall be not less than three (3) or more than fifteen (15). The directors shall be elected at the annual general meeting referred to in Article 2, Section 5 above. Directors shall remain in office until their successors are elected.
SECTION 3. ANNUAL MEETING. The annual meeting of the Board of Directors may be held immediately following the annual general meeting, for the purpose of transacting such business as may come before the meeting.
SECTION 4. REGULAR MEETINGS. Regular meetings of the Board of Directors may be held on the third Thursday of each month.
SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the President or at the request of a majority of the Directors.
SECTION 6. NOTICE. Notice of any special meeting shall be given at least ten (10) days previous thereto by written notice delivered personally or mailed to each director at his or her home address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed and postage prepaid. The attendance of a director at any 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 transaction of any business because the meeting is not lawfully called or convened.
The President, or a majority of the Board of Directors, may call an "EMERGENCY MEETING" of the Board of Directors if the need for a meeting of the Board of Directors MUST be held before the normal ten (10) day notice as described in this section for special meetings. The President, or his or her designee, must contact, or make every effort to contact, all members of the Board of Directors in person or by phone to notify them of said meeting and purpose of said meeting. A majority of the Board of Directors must be present at this meeting and a simple majority of those present must agree that an "Emergency Meeting" is justified.
SECTION 7. PLACE OF MEETING. The Board of Directors may designate a place either within or without the State of Iowa, as a place of meeting for any annual meeting or for any regular or special meeting.
SECTION 8. QUORUM. A majority of the directors fixed by these Bylaws shall constitute a quorum for the transaction of business; provided, that if less than a majority of such number of directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
SECTION 9. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors except to the extent otherwise provided in these Bylaws.
SECTION 10. VACANCIES. Any vacancy occurring on the Board of Directors in any Directorship to be filled by reason of an increase in the number of Directors may be filled by the affirmative vote of a majority of the Directors then in office, even if less than a quorum of the Board of Directors.
SECTION 11. REIMBURSEMENT. By resolution of the Board of Directors, directors may be reimbursed for their expenses for the performance of Club business.
SECTION 12. PRESUMPTION OF ASSENT. A director of the corporation who is present at a meeting of its Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting, or unless he or she shall file his or her written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered certified mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
SECTION 13. INFORMAL ACTION BY DIRECTORS. Any action required by the Iowa Nonprofit Corporation Act to be taken at a meeting of directors of the corporation, or any action which may be taken at a meeting of the directors or of a committee of directors, may be taken without a meeting if a consent in writing setting forth the action so taken, shall be signed by all of the directors of all of the members of the committee of directors, as the case may be. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any article or document filed with the Secretary of State. This provision shall be applicable whether or not the Iowa Nonprofit Corporation Act requires that an action be taken by resolution.
SECTION 14. RESIGNATION. Any director may resign at any time by giving written notice of his or her resignation to the President or the Secretary. Any such resignation shall take effect at the time specified therein, or, if the time when it shall become effective shall not be specified therein, it shall take effect at the next meeting of the Board of Directors. Except as specified therein, the acceptance of such resignation shall not be necessary to make it effective.
SECTION 15. REMOVAL OF DIRECTORS. Any and all directors may be removed, with or without cause, at any time by a vote of two-thirds (2/3) of the members of the Board of Directors, at a meeting called expressly for that purpose; and the vacancy on the Board of Directors caused by any such removal may be filled by the remaining directors at such meeting or otherwise as provided in Section 4 of Article 4. A director may be subject to removal if said director misses three (3) consecutive meetings or attends less than half of the Board of Directors' meetings in any fiscal year of the corporation.
SECTION 16. CONFERENCE TELEPHONE MEETINGS. Subject to other applicable provisions of this Article and to Article 8, any action required by the Iowa Nonprofit Corporation Act to be taken at a meeting of directors of the corporation, or any action which may be taken at a meeting of the directors or a committee of directors, may be taken by means of conference telephone or email communications equipment by means of which all persons participating in the meeting can communicate and the participation in the meeting pursuant to this provision shall constitute presence in person at such meeting. If a vote is conducted in this manner, it shall be documented in the minutes of the subsequent board meeting.
SECTION 17. COMMITTEES. The Board of Directors may, by resolution, create committees. Such committees shall assist the Board of Directors in whatever capacity assigned to them by resolution. The designation of any such committee, and the delegation of authority, shall not relieve the Board of Directors, or any member, of their responsibility. All committees will report to, and be controlled by, the Board of Directors.
ARTICLE 4
DIRECTOR POSITIONS
SECTION 1. DIRECTOR POSITIONS. The Corporation shall have a President, a Vice President, a Director of Coaching, an Associate Director of Coaching, a Director of Player/Club Development, a Technical Director, a Goalkeeping Director, a Registrar, a Referee Director, a Risk Management Coordinator, a Fields Director, a Marketing Director, an Equipment Director, a Secretary, and a Treasurer. Assistants thereto may be elected or appointed by the Board of Directors however assistants will not have voting rights. Any two or more offices may be held by the same person.
SECTION 2. ELECTION AND TERM OF OFFICE. The foregoing Directors of the corporation shall be elected at the annual general meeting of the members. The terms of these directors shall be staggered such that approximately one-half thereof are elected each year. If the election of officers and directors shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the Board of Directors. Each such director shall hold office until his or her successor shall have been duly elected and qualified, or until his or her death, or until he or she shall resign, or shall have been removed in the manner hereinafter provided. Election or appointment of a director shall not of itself create contract rights.
SECTION 3. REMOVAL. Any director may be removed by a two-thirds (2/3) majority vote of the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, or whenever an officer or director has not been performing their duties as prescribed herein, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
SECTION 4. VACANCIES. Any vacancy in any such office because of death, resignation, removal, disqualification or otherwise, may be filled by the President within 90 days, with confirmation by a majority vote of the Board of Directors for the unexpired portion of the term.
SECTION 5. PRESIDENT. The President shall be the principal executive officer of the corporation and shall, in general, supervise and control all of the business affairs of the corporation, subject to the general powers of the Board of Directors. He or she shall preside at all meetings of the Board of Directors. He or she shall have the responsibility for all officers at the Annual Meeting of the Club. He or she may sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed. In general he or she shall perform all duties incident to the Office of President and such other duties as may be prescribed by the Board of Directors from time to time. The President shall be ex officio, a member of all committees. In the event the President is unavailable, refer to Sections 6, 7 and 8 for contingency.
SECTION 6. VICE PRESIDENT. In the absence of the President or in the event of his or her inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation then in the order of their election) shall perform the duties of the President, and when so acting, shall have all power of and be subject to all the restrictions upon the President. The Vice President shall be chairman of the Bylaws Revision Committee and report on such to the Board of Directors at its annual meeting and at such other times as are deemed necessary. The Vice President shall perform such other duties as from time to time may be assigned to him or her by the President or Board of Directors.
SECTION 7. SECRETARY. In the absence of the President, Vice President(s) or in the event of his or her inability or refusal to act, the Secretary shall perform the duties of the President, and when so acting, shall have all power of and be subject to all the restrictions upon the President. The Secretary shall keep the minutes of the Board of Directors meetings in one or more books provided for that purpose; publish all such Minutes for all Club members as shall be appropriate; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
SECTION 8. TREASURER. In the absence of the President, Vice President(s), Secretary, or in the event of his or her inability or refusal to act, the Treasurer shall perform the duties of the President, and when so acting, shall have all power of and be subject to all the restrictions upon the President. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine. He or she shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for all money due and payable to the corporation from any source whatsoever and deposit all such monies in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article 5 of these Bylaws. He or she shall maintain a checking account (and savings account as may be deemed necessary by the Board of Directors) with signature authority by the President, Vice President, or the Treasurer; oversee budgetary policies; and be prepared to assist in audits of records. All non-team, non-reoccurring, disbursements over $750.00 will require approval by a quorum of the Board of Directors, unless approved unanimously without a meeting by all of the Board of Directors. The Treasurer shall be responsible for preparing an annual budget for approval at the Annual Meeting each year. He or she shall in general perform all duties incident to the office of the Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
SECTION 9. REGISTRAR. The Registrar shall collect registration forms and handle the registration of all players, coaches, assistant coaches, and other team volunteers; shall organize preseason registration and set the registration date(s); determine date of final registration; prepare rosters for the coaches prior to each soccer season; maintain a current file on every player; verify and record verification of all players; and document registration procedures. He or she shall in general perform all duties incident to the office of the Registrar and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
SECTION 10. EQUIPMENT DIRECTOR. The Equipment Director shall be responsible for all Club owned equipment and the issuance and recovery of each teams equipment. The Equipment Director shall be responsible for the purchasing of all club equipment. He or she shall in general perform all duties incident to the office of Equipment Director and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.