OLD SUNDAY STUMBLERS SOCCER LEAGUE, INC.
BYLAWS
July, 2017
OLD SUNDAY STUMBLERS SOCCER LEAGUE, INC.
BYLAWS
ARTICLE I
General Corporate Matters, Definitions
1.1 Name and Location. The name of this corporation shall be as set forth in its Articles of Incorporation, to wit: “OLD SUNDAY STUMBLERS SOCCER LEAGUE, INC,” and shall also be known as and referred to as OSSSL. Its principal place of business shall be 1525 Lexington Way, Livermore, CA 94550.
1.2 Nonprofit Purpose. OSSSL is organized not for pecuniary profit, but to organized and operated to organize teams and schedule games and other activities for the benefit, pleasure, recreation, social, and other nonprofit and tax exempt purposes for adults age 18 and older with an interest in soccer in the San Francisco East Bay area within the meaning of Section 501(c) of the Internal Revenue Code. OSSSL is a nonprofit mutual benefit corporation, without capital stock, and is governed by the California Nonprofit Mutual Benefit Corporation Law.
1.3 Specific Purpose. OSSSL organizes soccer teams, schedules games for its members and supports occasional social events for members and their families. The specific objectives and purpose of OSSSL are:
a. to provide instruction, develop, promote, and govern the game of soccer among adults;
b. to provide game schedules for teams and individual participants to engage in recreational soccer games;
c. to sponsor, host, and/or participate in events and activities that promote the sport of soccer; and
d. to sponsor, host and/or participate in social events and activities for members, families and friends.
1.4 AntiDiscrimination. In no event shall any of the governing instruments or policies of OSSSL, including without limitation, these Bylaws and any criteria for membership in OSSSL as determined by the Board or otherwise, discriminate in any manner against any party by virtue of race, color, ancestry, national origin, religious creed, sex, sexual orientation, disability or marital status.
ARTICLE II
Corporate Powers and Management
2.1 Powers; Management. The corporate powers and management of OSSSL shall be vested in a Board, which shall not be less than 3 and not greater than 24 in number of Directors and, which shall be composed of the President, Vice-President, Secretary, and Treasurer and two representatives from each member city or city group. No member may serve on the Board of Directors of the OSSSL as both City Representative (as defined in the OSSSL Rules and Regulations) and elected Executive Board Officer at the same time.
ARTICLE III
Membership
3.1 Eligibility for Membership. Adults age 18 and older are eligible for membership.
3.2 Annual Registration Fees. The amount required for annual registration fee shall be determined by a majority vote of the members at any meeting of the full membership and shall be listed in the Standing Rules. No refunds will be given after the first scheduled game of the season or just played. Continued membership is contingent upon being up-to-date on membership registration fees. Donations and registration fees are not tax deductible.
3.3 Responsibilities of Members. All members shall abide by all of the Bylaws, Rules and Regulations of OSSSL set forth by the Board of Directors, and all applicable rules and regulations for of any organization with which OSSSL may affiliate.
3.4 Resignation, Termination or Suspension. A member may resign from OSSSL at any time. A member can have their membership terminated or suspended by a majority vote of the Board of Directors, subject to the following procedure. If the Board determines that the termination or suspension of a member is appropriate, the Board shall give written notice to the member (“Notice of Discipline”). The Notice of Discipline shall (i) contain a reasonably specific recitation of the complaint against the member and the discipline that the Board has determined is appropriate (suspension, expulsion or termination); (ii) shall provide a minimum of 15 days between the date the Notice of Discipline and the date the discipline becomes effective (the “Notice Period”); and shall provide the member with the opportunity to be heard by the Board, orally or in writing, not less than 5 days before the effective date of the expulsion, suspension or termination of membership.
3.5 Affiliation. OSSSL is not affiliated with any other soccer league. If OSSSL desires to be affiliated with another association, it may do so with the proper authorization of the general membership.
3.6 No Transfers or Hypothecation. A member may not transfer or encumber the member’s membership in OSSSL. Any attempt by a member to transfer the member’s membership or to encumber the member’s membership shall be void and of no force and effect and shall result in automatic cancellation of the membership.
ARTICLE IV
Election to Membership
4.1 Requirements. Any person desiring to become a member of OSSSL must be at least 18 years of age and meet the age requirements of the division they join, must sign an OSSSL Liability Waiver, pay registration fee, and must have a valid player pass for a team which is obtained by providing a photo for the player pass and a copy of a photo ID with name, birth date, and signature.
ARTICLE V
Meetings of Members, Nominating Committee, Annual Election
5.1 Annual Meeting. An Annual Meeting of the members shall take place annually, typically in the month of May. The specific date, time and location of which will be designated by the chair. All meetings shall be conducted in accordance with Robert's Rules of Order. At the Annual Meeting the members shall elect Executive Officers of the Board of Directors, vote on proposed Bylaw revisions, and rules and regulations, registration fee, and receive reports on the activities of OSSSL, and determine the direction of OSSSL for the coming year.
At the Annual Meeting a report shall be made by the President concerning the general condition of OSSSL, and such general business may be transacted as the members present may deem fit, however, if the members attending the Annual Meeting constitute less than 10% of the active members or 20 members, whichever is fewer, only matters for which notice was given may be voted on by the member. If all the business shall not be finished at the Annual Meeting, an adjournment or adjournments may be had from time to time during the same or ensuing weeks until such business is fully completed.
5.2 Special Meetings. Special meetings of the members of OSSSL may be called at any time by the vote of the Board of Directors. Special meetings shall be called by the Board of Directors upon written application therefore by at least five percent (5%) of the membership of OSSSL. Notice of the meeting shall be given to each Board Member (Executive Officers and City Representatives) and each team manager not less than four weeks prior to the meeting. Meeting Notice shall provide the time and place of the special meeting, not less than fourteen (14) days nor more than ninety (90) days before the date of the meeting, and must specify the matters to be considered at such a meeting. No business shall be transacted at a special meeting of the members except that which has been specified or directly referred to in the notice of the special meeting. The aforementioned notice requirements also shall apply to the Annual Meeting.
5.3 Notice. Notices related to annual or special meetings may be given by electronic mail or facsimile to the member’s last known electronic mail address or facsimile number or by telephone call to the member’s last known phone number with actual verbal notice given to the member or left on the member’s voice mail.
5.4 Quorum.
a. At the Annual Meeting of the members, or any continuance thereof, the presence in person of 10% of the active members or 20 members, whichever is fewer, shall constitute a quorum for the transaction of business, however, if the members attending the meeting in person constitute less than 10% of the active members or 20 members, only matters for which notice was given may be voted on by the Members at the meeting.
b. At all special meetings of the Proprietary Members, the presence in person of 10% of the active members or 20 members, whichever is fewer, shall constitute a quorum for the transaction of business.
c. At member meetings, two-thirds majority of all members present shall be sufficient to decide proposed Amendments to the Bylaws, and a simple majority of all members present shall be sufficient to decide all other issues.
5.5 Adjournments. Any business that might be done at the Annual Meeting of the members may be done at an adjourned meeting. If no quorum exists at any meeting of the members, the meeting may be adjourned by those present from day to day or from time to time until a quorum is obtained.
5.6 Action Without Meeting/Ballots.
a. Any action required or permitted to be taken at the Annual Meeting or any special meeting of the members may be taken without a meeting if the written ballot of every member entitled to vote is solicited by the Board, if the required number of signed approvals in writing, setting forth the actions so taken is received, and if the requirements of Subdivision d, below, are satisfied.
b. All solicitations of ballots shall indicate the time by which the ballot must be returned to be counted.
c. The ballots are to be received by the Secretary at OSSSL headquarters or such other designated place.
d. Approval by written ballot pursuant to this Section shall be valid only when the number of ballots cast on or before the time the ballot must be returned to be counted equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of ballots cast.
5.7 Annual Election of Executive Board. At the Annual Meeting, the members shall elect the Executive Board. If there are not more candidates than the number of vacancies, the election will be by proclamation. Otherwise, each member at the Annual Meeting shall vote on the candidates with the candidates receiving the most votes up to the number of vacancies being elected. There shall be no cumulative voting. The Board shall prescribe the specific procedures for the election of Directors at the Annual Meeting. The Executive Board members shall assume their office immediately upon election.
ARTICLE VI
Organization of the Board
6.1 Term. Unless removed for cause or as a result of resignation, Executive Directors shall serve one-year terms. Positions can be voted on at any General meeting. In the event of the resignation of the President, Vice-President, Secretary, or Treasurer, the Board of Directors shall elect a member to fill the vacancy for the remainder of the term.
6.2 Regular Meetings. Regular meetings of the Board of Directors shall be held monthly, at a time and place designated by the chair. Any member may attend these meetings. All meetings shall be conducted in accordance with Robert's Rules of Order.
6.3 Special Meetings. Special meetings of the Board may be called by at least three members of the Board. Special meetings of the Board shall require at least four (4) days’ notice given by mailing to each Member of the Board of the time and place and any business that may be transacted at this special meeting or by 48 hours’ notice delivered personally, by telephone, including a voice messaging system or by electronic transmission as authorized under the Corporations Code.
6.4 Quorum. The presence of at least half of the Directors that are City Representatives and half of the Directors that are Officers shall constitute a quorum for the transaction of all business at all regular and special meetings of the Board.
6.5 Voting. Each city or city group will have two representatives, with voting rights for their city. Each city shall establish its own voting rule for its City Representatives. A stand-in is allowed for a City Representative. The Board must be notified by a current City Representative of a stand-in prior to the meeting attended. All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place. Each elected officer shall have one vote; however, the President shall vote only in the event of a tie. Votes of the Board of Directors may be conducted via email between meetings on urgent issues.
6.6 Powers of the Board. The Board shall have full power to conduct, manage and control the business of OSSSL and to make and prescribe rules and regulations not inconsistent with the Articles of Incorporation, Bylaws and applicable provisions of the Code, regulating from time to time the affairs and conduct of OSSSL. In addition, the Board shall have the following responsibilities:
a. Sanction the assignments of teams;
b. Sanction the scheduling of games;
c. Determine OSSSL policy;
d. Conduct or delegate all the business of OSSSL between meetings of the full membership; and
f. Determine fees for teams at any General meeting to cover projected costs. No refunds will be given after the first scheduled game of the season.
g. Make temporary rules and regulations for specific cases not covered by the OSSSL By-Laws which are deemed necessary by the Board of Directors to carry out objectives of OSSSL.