Article I: Purposes
This club is organized and operated exclusively
to explain to adults and children the rules and techniques of soccer; to
organize and coach teams in order that playing skills may be developed;
to provide recreation and the rewarding experiences which team play affords;
to increase knowledge and awareness of the game on the part of the players,
their families and friends; to instill the ideals of sportsmanship in the
players, the spectators and the coaches.
The club works with and receives some support
from the town of East Fishkill. It intends to meet some of the recreational
needs of the townspeople. The club is charitable in nature. It does not
discriminate against any person on the basis of sex, race, color or religion.
No part of the net earnings, if any, of the club will inure to the benefit
of any individual nor will the club be operated in contravention of any
federal, state or local law.
Article II: Offices
Section One: Principal Office
The principal office of the corporation
shall be located in the town of East Fishkill, county of Dutchess and state
of New York.
Article III: Members
Section One: Classes of Members
The corporation shall have two classes
of members. The designation of such classes and the qualifications therefore
shall be as follows:
1. Non voting player members who shall
be children between the ages of six and eighteen. A child is eligible for
membership if the age of six is attained during the calendar year in which
the official registration is held for the respective season.
2. Voting members who shall be persons
over eighteen years of age. They shall be entitled to one vote on each
matter submitted to vote of members except as otherwise provided in Article
V, Section Two.
Each member shall be enrolled in either,
or both, of the corporation's two programs, namely, intramural and travel.
Section Two: Membership Procedure
All applicants shall be deemed
to be members upon their completing and signing the applicable registration
form(s) to be provided by the corporation and payment of the appropriate
fees and dues. The registration form of a nonvoting player member must
be signed by a custodial parent or other adult having legal responsibility
for the child.
Coaches, assistant coaches,
intramural program committee members, travel program committee members
and main board members shall be deemed voting members of the respective
program for which they volunteer. Coach's membership takes effect upon
their satisfaction of the selection requirements for the respective program.
The membership remains in effect as long as the volunteer remains in good
standing. Nonvoting player members and voting members shall be required
to register annually.
Section Three: Termination of Membership
The board of directors by affirmative vote
of two-thirds of the entire board may suspend or expel a member for cause
after an appropriate hearing, and by a majority vote of those present at
any regularly constituted meeting may terminate or suspend the membership
of any member who shall be in default in payment of fees or dues for the
period fixed in Article IX.
Section Four: Resignation
A member may resign by filing a written
resignation with the registrar, but such resignation shall not relieve
such person of the obligation to pay any fees, dues or other charges therefor
accrued and unpaid.
Section Five: Reinstatement
On written request signed by a former member
and filed with the registrar, the board of directors, by vote of two-thirds
of the membership of the board, may reinstate such former member to membership
on such terms as the board may deem appropriate.
Section Six: Transfer of Membership
Membership in this corporation is not transferable.
Article IV: Meeting of Members
Section One: Annual Meeting
The annual meeting of members
shall be held in the month of June each year for the purpose of electing
directors and officers to the corporation, and for the transaction of such
other business as may come before the meeting.
Section Two: Special Meetings
Special meetings of members may be called
by the president, by the board of directors or by not less than ten percent
of the voting members.
Section Three: Place of Meeting
The board of directors may designate any
place within the town of East Fishkill as the place of meeting for the
annual meeting or for any special meeting called by the president or by
the board. If a special meeting is called by members, the place of meeting
shall be within the town of East Fishkill.
Section Four: Notice of Meetings
Written or printed notice stating the place,
day and hour of any meeting of members shall be delivered either personally
or by first class mail to each member entitled to vote at such meeting
not less than ten days nor more than fifty days before the day of the meeting,
by or at the direction of the president, or the secretary, or the officers
or persons calling the meeting. If the corporation has more than 500 voting
members, the notice may be served by publication, in lieu of mailing, in
a newspaper published in the county in the state in which the principal
office of the corporation is located, once a week for three successive
weeks next preceding the date of the meeting. In case of a special meeting,
or when required by law or these by-laws, the purpose(s) for which the
meeting is called shall be stated in the notice. If mailed, the notice
of a meeting shall be deemed to be delivered when deposited in the United
States mail addressed to the member at his or her address as it appears
on the records of the corporation with postage thereon prepaid.
Section Five: Quorum
The presence of one hundred members entitled
to vote, or of one-tenth of the total number of members entitled to vote,
whichever is the lesser, shall constitute a quorum. If a quorum is not
present, a majority of the members present and entitled to vote may adjourn
the meeting from time to time without further notice.
Section Six: Proxies
Voting by proxie is not allowed. All voting will be limited
to the eligible voters present at the Annual General Meeting.
Section Seven: Cumulative Voting
Cumulative voting shall not be permitted.
Article V: Directors and Officers
Section One: General Powers
The affairs of the corporation shall be
managed by its board of directors. Directors shall be members of the corporation.
Section Two: Number and Classes of Directors; Officers
The number of directors may be increased
or decreased by vote of a majority of the entire board provided, however,
that the total number of directors shall always be an odd number but never
less than five. No decrease in number shall shorten the term of an incumbent
director.
There shall be three classes of directors:
1. Directors-at-large, presently five in
number who shall also be the president, vice president, treasurer, secretary
and registrar of the corporation.
2. A director elected only by vote of members
enrolled in the intramural program namely, the intramural director.
3. A director elected only by vote of members
enrolled in the travel program namely, the travel director.
Section Three: Election, Tenure, and Qualifications
All directors, and director-officers, shall
be elected for two year terms. They will hold office from July 1st
next following the meeting through the second following June 30th.
All nominations for directors positions must be submitted one
week (7 days) prior to election. If any position has no nominees at the time of
election then the Main Board will decide what course of action to take to fill the
open position.
Section Four: Regular Meetings
Regular meetings of the board shall be
held once each month. The date will be determined by the president and
concurred by the remainder of the board. The board may by resolution provide
for additional regular meetings.
Section Five: Special Meetings
Special meetings of the board may be called
by or at the request of the president or of any two directors. The reason
of persons calling the meeting shall give notice by first class mail deposited
no less than one week prior to the date of the meeting, which notice shall
state the purpose of the meeting.
Section Six: Quorum
The presence of two-thirds of the entire
board shall constitute a quorum for the transaction of business at any
meeting of the board, but if less than a quorum is present a majority of
the directors in attendance may adjourn the meeting from time to time without
further notice.
Section Seven: Manner of Acting
The act of a two-thirds majority of the
board present at a meeting at which a quorum is present shall be the act
of the board of directors unless the act of a greater number is required
by law or by other provisions of these by-laws.
Section Eight: Vacancies
Any vacancy occurring in the board of any
office shall be filled pending the next annual meeting of members by affirmative
vote of the remaining directors. If at the time of the next annual meeting
there remains an unexpired balance of term, the membership shall then elect
the successor, whether appointed by the board or elected by the membership,
must be a member enrolled in that program.
If a vacancy is occasioned by an increase
in the number of directors, the board shall fill that vacancy only until
the next annual meeting.
If the position of director of either program
becomes vacant, the remaining members of the program committee will assume
the administrative duties of the director and will provide a representative
to vote on behalf of the program at meetings of the board of directors
until such time as an interim program director is appointed by the program
and approved by the board.
Section Nine: The President
The president shall preside at all meetings
of the board and shall act as chairman at, and call to order, all meetings
of members. He or she shall be the principal executive officer of the corporation
and shall perform all duties incident to the office of president.
Section Ten A: The Vice President
The vice president shall perform the duties
of the president in the latter's absence, inability or refusal to act.
The vice president can also perform duties as directed by the board.
Section Ten B: The Treasurer
The treasurer shall have charge and custody
of and be responsible for all funds and securities of the corporation,
shall receive and give receipts of all moneys due the corporation from
whatsoever source, and shall deposit and maintain all such moneys and securities
in the name of the corporation in such bank or banks as are selected by
the board of directors.
Section Eleven A: The Secretary
The secretary shall keep the minutes of
all meetings of members and of the board of directors, shall give all notices
required by law or these by-laws, be custodian of corporate records and
the corporate seal.
Section Eleven B: The Registrar
The registrar shall keep a register of
names and addresses of members by class and by program. Provide and maintain
all records required by league affiliation.
Section Twelve: The Intramural Program Director and the Travel Program Director
The intramural program director and the
travel program director shall preside at all meetings of their respective
program committees and assure the operation of their programs as defined
in that program's rules and guidelines.
Section Thirteen: Compensation
Directors and officers shall not receive
any compensation for services as such, but by resolution of the board a
director or officer may be indemnified or reimbursed for expenses and costs,
including attorney's fees, actually and necessarily incurred by him or
her in connection with attending to the business of the corporation or
in connection with any claim asserted against him of her in litigation
or otherwise by reason of being or having been a director or officer, except,
however, in relation as to which he or she was guilty of negligence or
misconduct in respect of the matter or which indemnity or reimbursement
is sought.
Article VI: Committees
Section One: Nominating Committee
A nominating committee shall be appointed
by the board of directors no later than October 1st in each year to serve
until the following annual meeting of members. The committee shall consist
of five members, one being a director whose term of office is to expire
the following June 30th (who shall serve as chairman) and four voting members,
two of whom shall be enrolled only in the intramural program and two whom
shall be enrolled only in the travel program.
Section Two: Finance Committee
The board of directors shall appoint a
finance committee of three voting members who are not directors and shall
designate the chairman. Such committee shall serve from date of appointment
until the next annual meeting of members.
Section Three: Other Committees
The board of directors may from time to
time designate such other committees, and chairman thereof, as they deem
useful or appropriate to for such purpose and terms as the board may direct.
Although it is anticipated that normally committee members will be voting
members of the corporation, there may be occasion when the board will find
it appropriate to appoint nonvoting player members or non members as committee
members and they are hereby authorized to do so.
Article VII: Contracts, Checks, Deposits and Funds
Section One: Contracts
The board of directors may authorize any
officer of officers, agent or agents, of the corporation, in addition to
the officers so authorized by these by-laws, to enter into any contract
or execute and deliver any instrument in the name of the corporation or
on its behalf, and such authority may be general or confined to specific
instances.
Section Two: Checks, Drafts or Orders of Payment
All checks, drafts or orders for the payment
of money, notes, or other evidences of indebtedness issued in the name
of the corporation shall be signed by such officer, officers, agent or
agents of the corporation and in such manner as shall from time to time
be determined by resolution of the board of directors. In the absence of
such determination by the board of directors, such instruments shall be
signed by the treasurer and countersigned by the president of the corporation.
Section Three: Deposits
All funds of the corporation shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies or other depositaries as the board of directors may select.
Section Four: Gifts
The board of directors 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 VIII: Membership Cards
Section One: Membership Cards
The board of directors may provide for
issuance of cards evidencing membership in the corporation in which event
such card shall be prepared, issued and signed by the registrar. The card
shall show the member's name, address, membership class and program enrollment
and such other data as the registrar may deem useful.
Article IX: Fees and Dues
Section One: Annual and Special Fees and Dues
The board of directors may from time to
time fix annual fees, special fees, dues and other charges payable to the
corporation by the different classes of members.
Section Two: Current Schedule of Annual and Special Fees and Dues
A. The annual registration fees payable
by or on account of a nonvoting player member enrolled in the intramural
program shall be set by the intramural program committee with concurrence
of the board of directors. The annual registration fees payable by or on
account of a nonvoting player member enrolled in the travel program shall
be set by the travel program committee with concurrence of the board of
directors.
B. An additional late registration fee
is payable by or on account of a nonvoting player member who registers
after the scheduled registration dates. Late fees will be set by the board
of directors.
C. Registration fees are payable at the time of registration.
Section Three: nonresident Fee
Nonresidents of the town of East Fishkill,
Dutchess County, New York, shall be subject to such additional fees of
dues as may be fixed by the board of directors but no such additional fees
or dues shall be imposed on a nonresident who was a member of the corporation,
regardless of class, prior to 1984.
Section Four: Default and Termination
When a member of any class is in default
in the payment of any fees or dues for a period of one month, the board
of directors may terminate his or her membership as provided in Article
III.
Article X: Miscellaneous
Section One: Fiscal Year
The fiscal year of the corporation shall
begin on the 1st day of July and end on the last day of June in each year.
Section Two: Corporate Seal
The corporate seal shall be like of very
similar to that embossed in the space below.
Section Three: Waiver of Notice
Whenever any notice is required to be given
by the provisions of the New York not-for-profit corporation law, the certificate
of incorporation of the by-laws of the corporation, a waiver thereof in
writing signed by the persons entitled to such notice, whether before or
after the time stated therein, shall be deemed equivalent to the giving
of such notice.
Article XI: Amendments
Section One: Amendments
The by-laws of this corporation may be
amended, repealed, superseded or otherwise modified by the vote of two-thirds
of the general membership provided, however, that the notice of meeting
contained the text of the proposed change or changes and a statement of
the purpose or purposes thereof.
