BYLAWS

OF

GULFCOAST UNITED FUTBOL CLUB, INC.

A MISSISSIPPI NON-PROFIT, NON-SHARE CORPORATION

ARTICLE 1. OFFICES

The principal office of Gulf Coast United Futbol Club, Inc. (hereinafter “Corporation” or “Club”) in the State of Mississippi shall be located at the residence of the President and the official mailing address shall be Post Office Box 391, Gulfport, Mississippi39502. However, the Corporation may have such other offices as the Corporation may require from time to time.

ARTICLE 2. BOUNDARIES

Section 1.Geographical Boundaries:

The Club will serve as the Division I soccer organization for the following Division II and Division III clubs: Singing River Soccer Club (SRSC), West River Soccer Club (WRSC), Ocean Springs Soccer Organization (OSSO), South Mississippi Soccer Club (SMSC)and George/Greene Soccer Association (GGSA). The boundaries of the Club will be those areas served by SRSC, WRSC, OSSO, SMSC, and GGSA

Section 2.Branches:

The Club shall be served by three (3) branches known as Gulf Coast United East (GCU-East), Gulf Coast United West (GCU-West) and Gulf Coast United (GCU). GCU-East shall be responsible for development of Division I players up to and including U-13 players from SRSC, WRSC, OSSO, and GGSA geographical areas. GCU-West shall be responsible for development of Division I players up to and including U-13 players from the SMSC geographical areas. GCU shall be responsible for development of Division I players older than U-13 players for the entire club.

ARTICLE 3. MEMBERS

The Corporation shall have no members. All rights and powers shall be vested in the Board of Directors (“Board”).

ARTICLE 4. BOARD OF DIRECTORS

Section 1.General Powers:

The business and affairs of the Corporation shall be managed and conducted by its Board of Directors.

Section 2.Number, Tenure and Qualifications:

The number of members to the Board of Directors shall be seven (7) plus the number of teams formed for Division I play in any given soccer year. Each team that forms for Division I play shall be entitled to elect a representative to serve as a member of the Board. Therefore, each year after team formation, the number of directors shall be increased or decreased, so that the number of directors equals seven (7) plus the number of Division I teams formed by the Club for play in that soccer year. Each Director shall hold office for as long as he is qualified to serve, until his successor is elected and qualifies, or unless removed from his Office by two-thirds (2/3) vote of the Board. To be qualified to serve as a member of the Board, a person must: 1. Be an elected officer of the Club; and/or 2. The elected representative of a Club team.

Section 3.Regular Meetings:

The annual general meeting of the Board shall be held, without other notice than by this Bylaw, at the Sportsplex Referee Office in Gulfport on the last Monday of July of each year at 7:00 p. m., beginning in 2003, unless the Board shall give prior notice of a different date and/or place for the meeting.

Section 4.Special Meetings:

Special meetings of the Board may be set by the Board during any meeting or may be called by, or at the request of the President or any two (2) Directors. The person(s) who are authorized to call special meetings of the Board may fix any reasonable place, either within or without the State of Mississippi, as the place of holding any Special Meeting of the Board called by them.

Section 5.Notice:

Notice of any special meetings shall be given at least five (5) days previously by written notice delivered personally or mailed to each Director at his business address, or by telecopy. Any Director may waive notice of any meeting. The attendance of a Director at the meeting called shall constitute a “waiver of notice” of such meeting.

Section 6.Quorum:

50% of the Directors shall constitute a “quorum” for the transaction of business at any meeting of the Board, but if less are present, the meeting may be adjourned from time to time without further notice.

Section 7.Act of the Board:

The act of a majority of the Directors present at a meeting at which a quorum is present shall be the Act of the Board, unless the act of a greater number is required by law or by these Bylaws.

Section 8.Informal Action by Directors:

Any action required to be taken at a meeting of the Directors or any other action taken at a meeting of Directors, may be taken without an actual meeting, if a consent, duly signed, in writing, setting forth the action so taken, shall be received from all the Directors. The signature of any Director upon the minutes of a Meeting shall be deemed such consent in writing to the action reflected to have been taken at such meeting by the minutes.

Section 9.Vacancies:

Any vacancy occurring on the Board by virtue of the death of, resignation of or removal of a Director or by reason of an increase in the number of Directors shall be filled by the remaining members of the Board.

Section 10.Parliamentary authority and order of business:

All meetings of the Board will be conducted in accordance with Roberts Rules of Order. The following order of business will be used at all regular meetings: 1. Call to order; 2. Reading and acceptance of the minutes of the previous meeting; 3. Financial report; 4. Reports by Officers; 5. Old Business; 6. New Business; 7. Miscellaneous items; 8. Set date for next meeting; 9. Adjournment.

ARTICLE 5. OFFICERS

The officers of the corporation shall be the President, the Vice President-GCU West Branch, the Vice President-GCU East Branch, the Vice President- Gulf Coast United, the Secretary, the Treasurer and the Registrar.

Section 1.President:

The chief executive officer of the corporation shall be the President. He shall be elected by the Board and shall have the management powers of the corporation. His duties shall include but are not limited to administration of the corporation, including general supervision of the policies of the corporation as well as general management. The President shall execute contracts, mortgages, loans and bonds under the seal of the corporation. The President shall have such other powers as may be determined by the Board, by resolution.

Section 2.Vice President-GCU West Branch:

The Vice President-GCU West Branch shall be the liaison between the Club and the GCU West Branch that supports the Club as the unified Division I program . The Vice President-GCU West Branch shall have such other duties and responsibilities as may be assigned by the President and/or Executive Board.

Section 3.Vice President-GCU East Branch:

The Vice President-GCU East Branch shall be the liaison between the Club and the GCU East Branch that supports the Club as the unified Division I program. The Vice President-GCU East Branch shall have such other duties and responsibilities as may be assigned by the President and/or the Executive Board.

Section 4.Vice President- Gulf Coast United Branch:

The Vice President-GCU Branch shall be the liaison between the Club and the GCU Branch that supports the Club as the unified Division I program. The Vice President- GCU Branch shall have other duties and responsibilities as may be assigned by the President and/or Executive Board.

Section 5. Secretary:

The Secretary, elected by the Board, shall keep the minutes of meetings of the Board. The Secretary shall have charge of the minute books, seal and all other official documents of the corporation. The Secretary shall have such other powers as delegated by the President.

Section 6. Treasurer:

The Treasurer, elected by the Board, shall have the power to manage the financial affairs of the corporation. The Treasurer shall keep books and records of financial affairs and make such available to the President and the Board upon request. The Treasurer may make recommendations to the officers and directors in regard to the financial affairs of the corporation. The Treasurer shall secure an annual independent audit of the financial affairs of the corporation, if requested by the Board. The Treasurer shall prepare quarterly financial statements and shall file such annual reports as are required by law with the appropriate State and Federal agencies. The Treasurer shall pay all annual membership dues as required by the MYSA.

Section 7. Registrar:

The Registrar, elected by the Board, shall be responsible for the registration of all players and shall submit the Club’s annual player registrations and team rosters on disk in the MYSA-League Organizer format. The Registrar shall assist the manager of each team to assure that all teams have the necessary player and travel passes, medical releases, and other documentation that may be required by MYSA and/or tournament organizers. The Registrar shall collect and provide to the Treasurer all player registration fees required by MYSA. The Registrar shall obtain and submit to the appropriate person all KidSafe Disclosure forms required by MYSA. The Registrar shall obtain player medical insurance through MYSA for all players. The Registrar shall be responsible for all MYSA reporting requirements.

Section 8. Executive Board:

The officers of the Corporation shall serve as the Executive Board. The Executive Board shall have the power to manage the day to day affairs of the Corporation. This shall include, but is not limited to, the interpretation and execution of policies enacted by the Board of Directors and such other actions as may be required. The Directors of Coaching shall serve as an ex-officio member of the Executive Board. The Executive Board shall meet at least monthly and at such other times as called by the President or any 2 Officers.

Section 9. Qualifications and Term of Office:

The officers of the corporation shall be elected by the Board and shall serve for one year, or until his successor has been duly elected and qualified, or until his death, resignation or removal.

Section 10. Removal:

Any Officer or agent of the corporation may be removed by the Board whenever in its judgment the best interests of the corporation would be served thereby.

Section 11. Vacancies:

Any vacancy in office, because of death, resignation, removal, disqualification or otherwise, may be filled by the Board.

Section 12. Salaries:

The salaries of the Officers, or other staff persons, shall be fixed from time to time by the Board and no Officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the corporation.

ARTICLE 6. CONTRACTS, LOANS, CHECKS & DEPOSITS

Section 1. Contracts:

The Board may authorize any Officer or Officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans:

No loans shall be contracted on behalf of the Corporation 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.

Section 3. Checks, Drafts, etc.:

All checks, drafts or other orders for payment of monies, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by the Treasurer, or signed, from time to time, as determined by resolution of the Board.

Section 4. Deposits:

All funds of the Corporation, not otherwise employed, shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select.

Section 5. Gifts and Contributions:

The Board may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.

ARTICLE 7. SEAL FOR THE CORPORATION

The Board shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, and which shall be in the form as hereon impressed.

ARTICLE 8. BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records of accounts and shall keep minutes of the proceedings of its Board and shall keep at the principal office or such other place as designated, a record giving the names and addresses of the Board of Directors entitled to vote. Such records may be inspected by any Director, Officer or the parent of any player registered with a Club team, upon seven (7) days written notice to the Secretary of the records sought to be inspected. The Executive Board shall meet at least monthly.

ARTICLE 9. WAIVER OF NOTICE

Whenever any notice is required to be given to any Director of the Corporation under the provisions of these Bylaws or under the Articles of Incorporation, a wavier thereof, in writing, signed by 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. The signature of any Director to the minutes of a meeting shall be deemed a waiver of any notice thereon required of any holding of such meeting or the business transacted therein.

ARTICLE 10. AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board at any regular or special meeting of the Board, by a two-thirds (2/3) vote thereon.

ARTICLE 11. FISCAL YEAR

The fiscal year of the Corporation shall end of the last day of June of each year.

MISSION STATEMENT

The Gulf Coast United Futbol Club, Inc., (GCU) is dedicated to providing players of demonstrated ability the opportunity to compete successfully at the highest levels of soccer by providing the most competitive environment for our athletes to develop as soccer players, emphasizing the importance of character, discipline and sportsmanship.

GCU is dedicated to promoting the sport of soccer and the training of our area youth by developing skills and understanding of the game. We will prepare our players with the training and experience to attract college scholarships. We hope that through this experience, lifelong friendships will develop and families will be drawn closer together as parents and their children work together toward a common goal.

Organization

1.The Policy of the Club is to field teams in as many age levels as possible, for both girls and boys.

The Club’s territory shall consist of the combined territories of all GCU approved leagues on the Mississippi Gulf Coast that elect to sponsor the Club. Our goal is to field teams in all age groups, U11-U18, with multiple teams in as many age groups as possible. Specifically, it will be the goal of the Club to field community based teams along the Mississippi Gulf Coast in the U11-13 age groups, where possible.

2.Prior to tryouts each year, the Executive Board shall appoint one or more temporary team representative(s) for new teams for which there will be tryouts. They, along with the team managers from the previous year for existing teams, will assist the Executive Board in organizing and coordinating tryouts, which will be supervised by the Directors of Coaching and coaching staff. Once a team is formed, a team manager will be selected by the Executive Board with the advice and concurrence of the Director of Coaching and will serve as a liaison between the coach and parents. A team representative will be elected by the parents and will serve on the Board of Directors of the Club for a period of one year, or until his successor shall have been elected.

3. The Board of Directors, as resources permit, will employ a Director of Coaching and an Assistant Director of Coaching, to be paid by the Club. The Director of Coaching and Assistant and/or Co- Directors of Coaching, with the assistance of the Executive Board, will recruit team coaches for new teams. The Director of Coaching will assist team coaches in the training of the various teams. The Director of Coaching and Assistant and/or Co- Directors of Coaching shall serve as ex-officio members of the Board of Directors and of the Executive Board. In the absence of Directors of Coaching, the Executive Board shall solicit new coaches and make recommendations to the Board of Directors.

4. It is the Policy of the Club to invite players of any race, creed, age, color, religion, sex or national origin to participate.

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