SOUTH HILL
SOCCER CLUB

Presented and Adopted at the Annual General Meeting January , 2010
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TABLE OF CONTENTS
Article 1 -Title
Section 1.1 Title
Section 1.2 Office
Article 2 -Purpose and Objectives
Section 2.1 Purpose
Section 2.2 Objectives
Article 3 -Affiliation
Article 4 -Club Colors
Article 5 -Boundaries
Article 6 -Control and Authority
Article 7 -Membership
Section 7.1 Voting Members
Section 7.2 Non-voting (Associate) Members
Section 7.3 Removal of a Member
Article 8 –Organization
Section 8.1 Governing Body
Section 8.2 Board of Directors
Section 8.3 Duties of Board Members
Section 8.4 Term of Office
Section 8.5 Re-Election & Vacancies
Section 8.6 Appointed Directors/Coordinators
Section 8.7 Duties of Appointed Directors/Coordinators
Section 8.8 Qualifications of Officers, Directors or Coordinator
Section 8.9 Resignation
Section 8.10 Removal of an Officer, Director or Coordinator
Section 8.11 Conflict of Interest
Article 10 -Bylaw Amendments
Section 10.1 Voting Requirement
Section 10.2 Proposals
Section 10.3 Notice
Section 10.4 Effect
Section 10.5 Distribution
Section 10.6 Conflicting Bylaws
Article 11 –Provisional Rules
Section 11.1 Temporary Rules & Regulations
Section 11.2 Distribution of Temporary Rules & Regulations
Section 11.3 Adoption & Amendment
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Article 12 Records, Reports, & Financial Matters
Section 12.1 Records & Reports
Section 12.2 Revenues & Payment of Monies
Section 12.3 Loans
Section 12.4 Audit
Section 12.5 Fiscal Year
Section 12.6 Annual Report
Section 12.7 Insurance
Article 13-Fees, Player Registration, Team Sponsors, & Fundraising
Section 13.1 Player Fees
Section 13.2 Player Registration
Section 13.3 Financial Aid
Section 13.4 Registration Fee Refunds
Section 13.5 Sponsorship and Fund Raising
Section 13.6 Team Finances
Article 14 -Coaching Director
Section 14.1 General Procedures
Article 15 -Coaches
Section 15.1 Application to Coach and Qualifications
Section 15.2 Responsibilities of Coaches
Section 15.3 Risk Management
Article 16 -Discipline
Section 16.1 Offenses
Section 16.2 Procedures
Article 17 -Ratification
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ARTICLE 1 -TITLE
Section 1.1 Title This organization shall be known as South Hill Soccer Club (hereinafter referred to as “South Hill Soccer Club”, “SHSC”, or “the Club”). The Club is registered with the state of Washington as a non-profit organization and shall not carry on any activities prohibited by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or corresponding provision of any future United States of America Internal Revenue Code.
Section 1.2 Office The principal office and place of business of the South Hill Soccer Club is in Puyallup, Washington. The mailing address for the Club is PO Box 731502 Puyallup, WA 98373. The Club shall have such other offices within or without the state of Washington as the Board of Directors shall designate.
ARTICLE 2 -PURPOSE AND OBJECTIVES
Section 2.1 Purpose The purpose of SHSC is educational and the Club shall embrace the following goals:
(a) To teach and develop a "love of the game" of soccer among our youth;
(b) To teach, train and develop; players, coaches, referees and administrators for the betterment of the game of soccer;
(c) To teach and develop through the game of soccer; sportsmanship, physical health, mental alertness and fair competition.
Section 2.2 Objectives The objectives of SHSC are:
(a) To develop, promote and govern the game of soccer among affiliated teams within
the boundaries of SHSC;
(b) to establish an administration to govern and direct the functions, operations, business and all activities of the Club;
(c) To encourage interested volunteer adult leadership to share their time and effort on behalf of the program and to offer training in this regard;
(d) To provide a vehicle through which players will expand their education and knowledge of the game of soccer beyond that which each might do individually;
(e) To provide a program of well organized, competitive athletics helping to develop the physical, emotional, and social stability of the players; and
(f) To represent this Club in all matters of organized Youth Soccer in Pierce County and Washington State Youth Soccer Association (WSYSA).
ARTICLE 3 -AFFILIATION
The Club shall be affiliated with Tacoma-Pierce County Junior Soccer Association ("TPCJSA") and Washington State Youth Soccer Association ("WSYSA").
ARTICLE 4 -CLUB COLORS
The representative colors of the Club are Red, Black, and White. Red is the primary color; however, various shades or combinations of Red, Black, and White can be used. Other colors or combinations of colors can be used with written approval of the Board of Directors.
ARTICLE 5 -BOUNDARIES
The boundaries of this Club are as follows; Northern boundary: West of Meridian, Northern boundary is 112th Street / Highway 512. East of Meridian, Northern boundary is 23rd Street. Eastern boundary: Highway 162 (Orting Valley Highway) Southern boundary: 198th Street. Western boundary: Canyon Road.
ARTICLE 6 -CONTROL AND AUTHORITY
The final control and authority of this Club shall be listed in the Bylaws of this Club and be by a body of members known as the Board of Directors. This Board shall exercise the right of decision making on all matters pertaining to Club affairs.
ARTICLE 7 -MEMBERSHIP IN THE CLUB
Section 7.1 Voting Members The voting members of this Club shall consist of:
(a) One team representative from each current team, in good standing, registered with the Club, and
(b) Each member of the Board of Directors in good standing.
The Team Representative shall be, in the following order or preference, the coach, assistant coach, team manager, or parent with a child participating on a specific South Hill Soccer Club team’s roster. Notwithstanding the forgoing, no individual compensated by the club as a Coach or trainer (other than one whose child receives a fee exemption) nor individual owning an interest in an entity that contracts with the Club for coaching, training equipment and fields, will serve as Team Representative. If applicable, a parent serving as Team Representative shall be appointed by the Head Coach. The number of voting members in the Club will equal the sum of the number of teams, in good standing, registered with the Club and the number of Board of Directors, in good standing, at the time of the event. Each team, through its representative, and each Board Member is entitled to one (1) vote at the Annual General Meeting (“AGM”) and other meetings requiring a vote by the members of this Club. An individual shall have as many votes as teams for which that individual is a Team Representative. A Director, Program Director or Coordinator shall have one (1) vote, upon approval, plus an additional vote(s) for any team(s) he/she also represents as the Team Representative . Voting by proxy is not allowed.
Section 7.2 Non-Voting (Associate) Members Parents, coaches, assistant coaches, team managers, sponsors, referees, skill trainers, directors, coordinators, committee members, and other individual volunteers of the Club who do not qualify as a voting member, shall have associate membership status. All members (voting and non-voting) shall have the privilege to attend the Annual General Meeting and monthly board meetings and be allowed as guests to address the governing body. An Associate Member cannot vote.
Section 7.3 Removal of a Member Any member who has not fulfilled his or her financial obligations to the Club or whose conduct is detrimental to the purpose of this organization shall be subject to disciplinary action by the Club. Disciplinary action could result in expulsion from the Club or suspension from participating in any of the Club’s soccer programs. Further discipline may be forwarded to TPCJSA and/or other governing bodies.
ARTICLE 8 -ORGANIZATION
Section 8.1 Governing Body The Board of Directors shall be the governing body of the Club. The Board of Directors shall consist of the six (6) elected officers, 1 Director of Coaching, and four (4) appointed Program Directors upon approval of elected Board of Directors. The appointed Director of Registration may become member of Board of Directors, upon approval by the elected Board of Directors. In addition to the powers and authorities expressly conferred upon it by these Bylaws, the Board of Directors will exercise all such powers of the Club and do all such lawful acts and things as are not by statute or by Articles of Incorporation or by these Bylaws otherwise prohibited. The Board of Directors holding elective positions shall be elected at the Annual General Meeting (AGM) to serve terms set forth in Section 8.4 – Term of Office.
Section 8.2 Board of Directors
(a) The Board of this Club shall consist of the following six (6) elected officers: President; Vice President -Administration; Vice President -Operations; Director of Referees; Treasurer; and Secretary/Historian; and one (1) Director of Coaching; up to four (4) appointed Program Directors upon approval. Each Program Director will need approval of the majority of the Board of Directors to become a voting member. Each Program Director shall be appointed by the VP - Operations and Director of Coaching, subject to approval by the board. The Director of Registration shall be appointed by the VP - Administration subject to the approval of the majority of the elected board members. Upon majority approval the Director of Registration may become voting member on the Board of Directors.
(b) Each member of the Board of Directors is entitled to a waiver of one registration fee for the soccer season that he or she is serving. This waiver must be used for a child of the Board member or must be donated to another player within the club at the discretion of the member receiving the waiver. The waiver must be used for any of the four programs.
(c) The Board of Directors shall find from time to time the need for additional support and thus, shall solicit and appoint volunteers to form separate committees to draw upon when assistance is needed to help complete the duties of the club. By a two thirds (2/3) majority the Board of Directors shall have the authority to hire an independent contractor or retain professional services to fill the position of Treasurer, Director of Registration, Office Manager, or any other administrative position needed to accomplish the day to day business of the club.
Section 8.3 Duties of the Board Members The duties, power and authorities of the Directors shall include, but not be limited to, the following:
(a) President In general, the President shall be the chief executive officer of the Club and shall be responsible for the general management and superintendence of the affairs of the Club. The President shall preside at all meetings of the members, directors and coordinators. In all cases where (and to the extent that) the duties of the other officers, directors and coordinators of the Club are not specially prescribed by the Bylaws, or Club policy, the President will prescribe such duties subject to approval by the Board of Directors. The President shall perform the following duties:
*Establish an annual business plan and calendar *Presiding over the annual general meeting and elections *Appointment of elected Board members in the event of a vacancy, subject to the approval of the other elected Board members
*Presiding over all Board meetings and establishing monthly
Board agendas
*Vote only in the case of a tie
*Serve as SHSC representative to TPCJSA
*Appointment of special committees and chairpersons
*Serve as an ex-officio member of all Committees
*Addressing issues and concerns of the membership service
*Participate in Club outreach programs such as
o Scholarship Programs & Events
o Annual Charity Event
o Community Outreach/Involvement
(b) Vice President-Administration The VP - Administration, in the absence of or disability of the President, shall perform all duties of the President and shall perform such other duties as will be prescribed by the Board of Directors. Within the first month of office, and by no later than the February board meeting, the VP - Administration must recruit and appoint the following positions: Director of Registration, Coordinator of Business Development, Coordinator of Communication & Marketing, Coordinator of Tournaments & Special Events, Coordinator of Equipment/Fields, and Coordinator of Games/Fields. All appointments are subject to approval of the Board. The VP - Administration is responsible for the management and oversight of each of these Directors and Coordinators and their respective duties. SHSC must work in partnership and through the Puyallup School District and Pierce County Parks and Recreation for field usage. The VP - Administration is responsible for communicating closely with the Club’s Director of Coaching and Program Directors as well as the Coordinator of Games/Fields regarding field use policies and protocols. The VP - Administration is further responsible for administering the Club’s organized tournaments and competitions, and for coordinating the Club’s involvement in state, interstate, regional and national competitions, tournaments, leagues and contests with the consent from the Director of Coaching.
To assist in these duties the VP - Administration shall appoint two volunteers: Coordinator of Equipment/Fields and Coordinator of Games/Fields. The duties of these positions are explained in further detail below. The VP - Administration shall attend all monthly meetings of the Board of Directors.
(c) Vice President -Operations The VP - Operations, in the absence of or disability of the President and VP - Administration, shall perform all duties of the President and shall perform such other duties as will be prescribed by the Board of Directors. Within the first month of office, and by no later than February board meeting, the VP - Operations must recruit and appoint a Coordinator of Discipline and Review and Coordinator of Team Operations. VP - Operations will work jointly with the Director of Coaching to appoint Program Directors for the all the clubs soccer programs. The VP - Operations will assist the VP - Administration to ensure all appointed positions are filled. All appointments are subject to the approval of the Board. The VP - Operations is responsible for the management and oversight of each of these Directors and their respective duties. The VP - Operations shall attend all monthly meetings of the Board of Directors.
(d) Treasurer The Treasurer shall have custody of all Club funds and security. The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Club and shall deposit all monies and other valuable effects in the name and to the credit of the Club in such depositories as will be designated by the Board of Directors. If required by the Board of Directors, the Treasurer shall be bonded for the faithful discharge of his or her duties, in such sum and with such surety or sureties as the Board shall determine. The Treasurer shall disburse the funds of the Club as will be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Board of Directors at the regular meetings of the Board, or whenever they require, an account of all his or her transactions as Treasurer and of the financial condition of the Club. The Treasurer is responsible for filing or delivering any other necessary municipal/county forms or documentation related to the Club’s business affairs. The Treasurer will find from time to time the need for additional support and thus, may solicit and appoint volunteers to form separate committees to draw upon when assistance is needed to help complete the duties of the office. With specific approval and consent of the Board, the Treasurer shall also seek to retain professional services to accomplish the tasks of the office. The Treasurer shall attend all meetings of the Board of Directors.
.The Treasurer shall have the following duties:
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*Chart of Accounts & Financial Accounting
*Financial Reporting (Annual Report and Monthly Reports)
*Accounts Payable
*Purchasing and Inventory Management
*Accounts receivable and collections
*Arrange for an independent audit or compilation when required by majority vote
of the Board
*Investments
*Sponsorships & allocation of monies (working with Director of Business
Development)
*Scholarships (working with President to achieve financial goals and objectives)
*Chair the Financial Committee
*Be the custodian of the records of the Club
(e) Secretary/Historian The Secretary/Historian shall attend all meetings of the Board of Directors. Within fourteen (14) days of each meeting, the minutes of the meeting shall be distributed to the Board and available to the membership. Notice shall be given of all meetings. The Secretary/Historian is responsible for all administrative functions of the Club as defined in the duties set forth below:
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*Establish and maintain communication with the Coordinator of Communication and Marketing
*Keep record minutes at BOD, AGM and other meetings
*Post board meeting minutes on club website
*Keep a record of the names, addresses, and contact information of all members
*Be the custodian of the corporate records of the Club
*Help prepare meeting agendas and provide required notice for Club meetings
*Sit as a member of the Discipline and Review Committee
*Collect news articles, photos, and items of interest about SHSC teams, coaches,
players, and compile a scrapbook for the calendar year.
*Member communication within the Club
*Establish and Maintain Member Email data base
(f) Director of Referees The VP of Referees must work closely with the VP - Administration, Coordinator of Games/Fields, Coordinator of Equipment/Fields and Coordinator of Tournaments and Special Events to make sure referees are available and assigned to cover the various games, tournaments, and competitions organized and/or played by the Club’s soccer teams. The Director of Referees must either be a certified referee or willing to become a certified referee within the first year or his or her term of office. The Director of Referees shall attend all meetings of the Board of Directors and shall work with the local referee organization (PCSRA) to recruit and train new youth and adult referees for the Club. The Director of Referees is responsible for:
-Soliciting and organizing local referee clinics -Referee development and management -Referee Education -Referee Mentoring -Referee Assignment and attendance at required clinics to enable him or her to be a referee assignor for the Club.
(g) Director of Coaching The Director of Coaching shall be a negotiated contracted position as agreed upon with the Board of Directors. The Director of Coaching is critical to the success of SHSC. The DOC will serve as the main liaison between SHSC and all pertinent Soccer related relationships within US Youth Soccer, US Club, WSYSA, District III, TPCJSA and all other local soccer clubs. The DOC is a voting member of the Board of Directors and is essentially the head of all SHSC soccer program(s). This is especially germane to the success and quality of the SHSC most competitive programs, SHSC Revolution Select/Premier level soccer. The Director of Coaching will work jointly with the VP - Operations to appoint Program Directors for all SHSC soccer programs. The DOC shall hold and maintain a USSF “B” coaching license or higher. The DOC is also responsible for the recruitment and appointment of all team coaching assignments within the SHSC Revolution Select program. SHSC Director of Coaching will be a contract term as per contractual agreement between the Board of Directors and Director of Coaching.
Section 8.4 Term of Office The term of office for the President, Vice President –Operations and Secretary/Historian, will consist of two (2) fiscal years, elected on every even year. Similarly, the term of office for the Vice President-Administration, Treasurer, and Director of Referees will also consist of two (2) fiscal years, but elected on every odd year. SHSC Program Directors/Coodinators will also consist of two (2) fiscal years and appointed on every even year. The year will be determined by the date of the Annual General Meeting.
Section 8.5 Re-Election & Vacancies All officers are eligible to the same office at succeeding elections. They shall serve in the same office for no more than two (2) consecutive full terms, unless approved by a vote of the Board of Directors prior to the AGM. Vacancies occurring subsequent to elections shall be filled by appointment of the President at the first monthly meeting following the AGM subject to approval by the elected board members. The term in office for officers appointed in this manner shall be the unexpired term of the vacated office.
Section 8.6 Appointed Directors/Coordinators The appointed Directors and Coordinators of the Club shall consist of the following positions: Director of Registration; Program Director -SHSC Revolution Select/Premier Soccer and Premier Level Teams; Program Director -SHSC Full Field Recreational Level Teams; Program Director SHSC Modified Teams; Program Director -SHSC Academy/Micro programs; Coordinator of Team Operations; Coordinator of Discipline and Review; Coordinator of Equipment/Fields; Coordinator of Games/Fields; Coordinator of Business Development; Coordinator of Communication & Marketing; and Coordinator of Tournaments & Special Events. If an appointed position is left unfilled for any reason it is the responsibility of the elected officer whose position made the appointment to nominate a replacement to fill the position as soon as possible for approval by a majority of the currently serving board members/directors.
Section 8.7 Duties of Appointed Directors The duties, power and authorities of the Directors shall include, but not be limited to, the following:
(a) Director of Registration The Director of Registration may become a voting member of the Board of Directors, upon majority approval from Board of Directors. The Director of Registration is responsible for ensuring the Club’s teams and players are properly registered and affiliated with the appropriate association, league, or tournament to participate in the game of soccer. The Director of Registration shall find from time to time need additional support and thus, shall solicit and appoint volunteers to form separate committees to draw upon when assistance is needed to help complete the duties of the office. With specific approval and consent of the Board, the Director of Registration shall also seek to retain professional services to accomplish the tasks of the office. The Director of Registration shall attend all meetings of the Board of Directors and be responsible for all player registration functions of the Club as defined in duties below:
(a) Organize and conduct registration for all players in accordance with WSYSA
directives;
(b) Maintain all Club registration records, including an up-to-date file on all
players, teams, and coaches;
(c) Working directly with the Club’s VP - Administration, shall help provide
oversight of the Club’s Risk Management policies and procedures;
(d) Complete Club and player insurance requirements;
(e) Administer and process all medical forms and all player loan and travel papers
required for participation in the league and tournament competition;
(f) Prepare and sign season and tournament participation forms
(g) Provide input and assistance to the Program Directors to establish
registration/tryout dates, times, places;
(h) Act as the SHSC liaison with the TPCJSA Registrar;
(i) Comply with TPCJSA and WSYSA requirements to properly conduct the
duties of the office and
(j) Submit team assignment sheets/rosters to Program Directors and coaches to
verify accuracy of data.
(k) Review and present financial aid applications as outlined in
Section 13.3 – Financial Aid for approval by the BOD
(l) Review and Approve registration fee refunds as outlined in
Section 13.4 – Registration Fee Refunds
(b) Program Directors The position of Program Director (hereafter identified as “PD”) is critical to the success of SHSC soccer programs. Each PD with approval from the board can become a voting member of the Board of Directors. All PD’s must work effectively with DOC and all Officers, Directors and Coordinators of the Club to successfully achieve goals and objectives of the Club. To this end, a PD shall find that from time to time, they need additional support and shall solicit and appoint volunteers to form separate committees or similar resources to draw upon when assistance is needed to help run their program. With specific approval and consent of DOC and the Board, a PD shall also seek to retain professional services from qualified coaches, trainers, or other professionals to assist in running the program. This is especially germane to the success and quality of SHSC most competitive program, SHSC Revolution Select/Premier level soccer teams.
In regards to their specific program, each Program Director will work with Director of Coaching and will be responsible for the following:
1. Team Responsibilities, Placement and Organization
a.Responsibilities
-Training Program and Tournaments
-Playing Time
b. League Placement
c.Organization
-Volunteers
2. Coaches Commitments and Expectations
d. Application to Coach
e. Head Coach Qualifications
f. Head Coach Responsibilities
g. Coaches Exemption
3. Player Commitments and Expectations
4. Parent Commitments and Expectations
(c) Coordinator of Team Operations This position shall be appointed by VP - Operations. The Coordinator of Team Operations will be responsible for keeping team budget reports, as submitted by team managers. Working with managers, to notify members of upcoming payments. Also notifying members of delinquent payments. Hosting 3-4 managers meetings per year to discuss upcoming events, managerial procedures and miscellaneous concerns. Communicating registration dates and all important WSYSA and TPCJSA deadlines. Work with Fundraiser coordinator to communicate all team fundraisers and present to BOD for approval. Educate managers on procedures for team management and maintain all forms necessary
(d) Coordinator of Discipline & Review The Coordinator of Discipline & Review shall attend all meetings of the Board of Directors and be responsible for all Discipline and Compliance related issues of the Club as defined in the duties set forth below:
-Serve as the Club representative for any TPCJSA, District III, or WSYSA
disciplinary meeting involving a member.
-Oversight and implementation of the Player/Parent and Coach policies and contracts; keep and maintain records and files of such policies and contracts
-Establish policies for discipline and review discipline & review
Committee
-Maintain the Club Constitution and By Laws regarding ethics,
misconduct, and discipline
-Chair Judicial Committee as a non-voting member. Establish a Judicial
Review Committee which shall consist of:
1. One Board member selected by the Board.
2. One coach selected by the coaches.
3. The VP of Referees
4. Director of Coaching, and/or Program Director of respective program.
5. A single non-partisan individual selected by the above three members.
(e) Coodinator of Equipment/Fields: The Coordinator Equipment/Fields shall work closely with the VP - Administration, Director of Coaching, Program Directors, Coordinator of Games/Fields, and shall attend all meetings of the Board of Directors. Coordinator of Equipment/Fields may recruit and appoint Club members, committee’s and volunteers to carry out noted responsibilities, if needed the Coordinator of Equipment/Fields may seek financial payments for these responsibilities, all proposed payments must be approved by the BOD. Coordinator Equipment/Fields will be responsible for all Equipment/Fields for the Club as defined in the duties set forth below:
*Fields acquisitions and city/school relationships
*Purchase, issue, and maintain all equipment and material owned by the Club.
*Collect and inventory all equipment at the end of the season.
*Provide competitive bids to the Board for approval, prior to
purchase, of necessary equipment
*Field equipment and maintenance (Nets, Goals, Paint, etc.)
*Coach training equipment (Bibs, cones, etc.
*The Coordinator of Equipment/Fields must work jointly with the Coordinator of Games/Fields to recruit Club members to ensure that all SHSC soccer fields and equipment are set-up and maintained to respectable standards. This includes but not limited to setting up goals, lining fields and field maintenance management.
(f) Coodinator of Games/Fields: The Coordinator of Games/Fields shall be responsible for the coordination of all league games. Accordingly, the Coordinator Games/Fields shall work closely with the VP - Administration, Director of Registration, Coordinator of Equipment/Fields, SHSC DOC, SHSC Program Directors, and league officials for TPCJSA, District III, and WSYSA, to coordinate date, times and locations for all of SHSC home competitions. The VP - Administration shall also work with DOC, Program Directors, and the Coordinator of Games/Fields to schedule the use of all Club fields for practice sessions by SHSC member teams. Coordinator of Games/Fields duties will be set forth below:
*Fields acquisitions and city/school relationships
*Field equipment and maintenance (Nets, Goals, Paint, etc.)
*Recruit Club members to develop and upgrade the number and quality
of Club fields.
*Utilities/landlord relationship
*Schedule all practices and league games
*Obtain permits and facility contracts for all SHSC programs and check availability for potential facility usage
(g) Coordinator of Business Development The Coordinator of Business Development shall attend all meetings of the Board of Directors and be responsible for all new business development functions of the Club as defined in the duties set forth below:
*Development of Club Sponsorships/Sponsor Packages
*Development and implementation of Club Fundraisers
*King of the Hill (KOTH) Sponsorship and Advertising
*Grant writing
*Paid Advertising
*Merchandise Sales
.
(h) Coordinator of Communications & Marketing The Coordinator of Communications & Marketing shall attend all meetings of the Board of Directors and be responsible for all public Communications and Marketing activity of the Club as defined in the duties set forth below:
*Web site maintenance and content management
*Information Systems/Networking
*Publicity
*Press Releases
*Logo and image management
*Merchandise marketing
*Video Production development (player and Club)
*Player and team profiles
(i) Coordinator of Tournaments and Special Events The Coordinator Tournaments and Special Events shall attend all meetings of the Board of Directors and responsible for all South Hill Soccer Club organized Soccer Tournaments and Special Event activities of the Club as defined in the duties set forth below:
*King of the Hill (KOTH) meetings and agenda’s
*Tournaments (Fall, Spring or Winter), Leagues and Camps
*Opening Day
*Pictures (Recreational and Select/Premier)
*Annual Awards and Banquet
*Tryout Flyers
Section 8.8 Qualifications of Officers and Directors/Coordinators A Officer, Director or Coordinator must be an individual who has not been convicted of a felony, all background checks will be reviewed by the Board of Directors on a case by case basis. No Officer, Director or Coordinator shall own an interest in an entity that contracts with the Club for soccer related expenses including but not limited to coaching, training, equipment and facilities unless approved by the board. (See Section 8.11 – Conflict of Interest)
Section 8.9 Resignation Any officer, director or coordinator shall resign at any time by delivering written notice to the President, the Secretary, or the registered office of the Club, or by giving oral notice at any meeting of the directors or members. Any such resignation shall take effect at any subsequent time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 8.10 Removal of an Officer, Director, or Coordinator: At a special meeting called expressly for that purpose, any officer or director shall be removed from office, with or without cause, by affirmative vote of two-thirds of the Board of Directors. By way of example, and not in limitation of the foregoing, any Director absent without cause and prior notice to the Secretary from two (2) consecutive Board meetings, or being negligent in his or her duties to the Club, may be subject to removal by the Board of Directors.
Section 8.11 Conflict of Interest:
The purpose of the conflict of interest policy is to protect this 501c(3) tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
8.11.2 Definitions:
8.11.2.1 Interested Person. Any Officer, Director or Coordinator, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is considered an Interested Person.
8.11.2.2 Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
a. An ownership or investment interest in any entity with which the SHSC has a transaction or arrangement
b. A compensation arrangement with the SHSC or with any entity or individual with which the SHSC has a transaction or arrangement
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the SHSC is negotiating a transaction or arrangement.
Compensation includes direct or indirect remuneration as well as gifts or favors that are not substantial. A financial interest is not necessarily a conflict of interest. Under Section 8.11.3.2, a person who has a financial interest may have a conflict of interest only if the SHSC Board of Directors decides or assigned committee members believe that a conflict of interest exists.
8.11.3 Procedures
8.11.3.1 Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board of Directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
8.11.3.2 Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board of Directors meeting or Committee Meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or Committee members shall decide if a conflict of interest exists.
8.11.3.3 Procedures for Addressing the Conflict of Interest.
a) An interest person may make a presentation at the Board of Directors or Committee Meeting(s), but after the presentation, he/she shall leave the meeting during the discussion of, and subsequent vote upon, the transaction or arrangement involving the possible conflict of interest.
b) The chairperson of the governing board, at the request of the committee chairperson or other governing board members, shall, if appropriate, appoint a disinterested person or Committee to investigate alternatives to the proposed transaction or arrangement.
c) After exercising due diligence, the Board of Directors or Committee shall determine whether the SHSC can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d) If a more advantageous transaction or arrangement is not reasonable possible under circumstances not producing a conflict of interest, the Board of Directors or Committee shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the SHSC’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
8.11.3.4 Violations of the Conflict on Interest Policy.
a) If the Board of Directors or Committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
b) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board of Directors or Committee determines the member has failed to disclose an actual or possible conflict of interest, the Board of Directors shall take appropriate disciplinary and corrective action(s).
8.11.4 Records of Proceedings The minutes of the governing board and all committees with board delegated powers shall contain:
8.11.4.1 The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board of Directors or Committees decision as to whether a conflict of interest in fact existed.
8.11.4.2 The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
8.11.5 Compensation
8.11.5.1 A voting member of the governing board who receives compensation, directly or indirectly, from the SHSC for services is precluded from voting on matters pertaining to that member’s compensation.
8.11.5.2 A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the SHSC for services is precluded from voting on matters pertaining to that member’s compensation.
8.11.5.3 No voting member of the Board of Directors or any Committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the SHSC, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
8.11.6 Annual Statements Each director, coordinator, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person;
a) has received a copy of the conflicts of interest policy b) has read and understands the policy c) has agreed to comply with the policy, and d) understands the SHSC is charitable and in order to maintain its
federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
8.11.7 Periodic Reviews To ensure the SHSC operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
8.11.7.1 Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s length bargaining.
8.11.7.2 Whether partnerships, joint ventures, and arrangement with management organizations conform to the SHSC written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in confinement, impermissible private benefit, or in an excess benefit transaction.
8.11.8 Use of Outside Experts When conducting the periodic reviews as provided for in Article 8.11.7, the SHSC may, but need not, use outside advisors. If outside advisors are used, their use shall not relieve the Board of Directors of its responsibility for ensuring that periodic reviews are conducted.
ARTICLE 9 – MEETINGS
Section 9.1 Monthly Meetings
(a) The Club’s Board of Directors shall meet on a monthly basis, time and place specified by the Club President.
(b) Club Secretary/Historian will notify all Board of Director members of any scheduled meetings and publish the time and place for the monthly Board meetings on the Club’s internet website.
(c) An agenda will be established and made available before each meeting.
(d) Agenda for the monthly meeting will be as follows:
1. Call to order
2. Minutes
3. Board Member /Officers reports
4. Directors’ reports
5. Coordinator’s report
6. Unfinished business
7. New business
8. Adjournment
(e) All reports must be submitted 48 hours prior to meeting, secretary will distribute reports 24 hours prior to meeting
(f) A meeting shall last no longer than three (3) hours.
Section 9.2 Special Meetings Special meetings of the Board of Directors or Members shall be convened by request of the President, or three (3) or more of the elected officers, or thirty percent (30%) or more of the Club membership. Seven days notice will be given to all Board of Directors prior to scheduling any special meeting of the Board of Directors. No less than ten (10) days or no more than fifty (50) days notice will be given to all Members before a Special Meeting of the Members. Special meetings shall be limited to two (2) hours.
Section 9.3 Annual General Meeting
(a) The Annual General Meeting of the members shall be held each year within the first two weeks of the month of December on such date and time as shall be determined by the Board of Directors. The Annual General Meeting will be held to: (i) elect the officers of the Club (President, Vice President-Administration, Vice President -Operations, Vice President Referees, Treasurer, and Secretary/Historian); (ii) vote on any other business that is recommended for the general membership by the Board.
(b) Notification of the meeting will be made to all Club members by publishing the date, time and place of the meeting on the Club’s internet website at least thirty (30) days prior to the date of the event.
(c) The order of business shall be as follows:
` Call to order
Credentials
Minutes
Officers’ reports
Committee reports
Unfinished business
Proposed By-law changes
New business
Election of Directors and Officers
Presentation of awards
Adjournment
(e) A voting member must vote in person. Voting by proxy shall not be allowed.
Section 9.4 Quorum
(a) Board of Director Meetings. Quorum for all meetings of the Board shall consist of at least four (4) elected officers and two (2) others members of the Board.
(b) Member Meetings/Annual General Meeting. A quorum for the Annual General Meeting or special meetings of the members shall consist of at least the President or Vice-President of Administration or Treasurer, a majority of the Board and 30% of the voting members. Once a member is present or represented at a meeting, other than to object to holding the meeting or transacting business, the member is deemed to be present for purposes of a quorum for the remainder of the meeting.
Section 9.5 Rules of Order The Rules contained in the current edition of Robert’s Rules of Order shall govern the organization in all cases to which it is applicable to the extent not inconsistent with these Bylaws and any Special Rules or Order the Board shall adopt and any statutes or laws applicable to this organization.
ARTICLE 10 -BYLAW AMENDMENTS
Section 10.1 Voting Requirement The Bylaws of the Club must be amended by a three fourths (3/4) vote of the membership present at the Annual General Meeting or Special Meeting specifically called for this purpose.
Section 10.2 Proposals Any proposal to amend the Bylaws of the Club must be made by any member of the Club. Any proposal or motion to amend the Bylaws must be made in writing to the V.P.-Administration no later than thirty (30) days before the Annual General Meeting (AGM) or Special Meeting or continuation thereof.
Section 10.3 Notice Any notice of the proposals or motions shall be distributed in writing to all members or posted on the Club internet website, at least thirty (30) days in advance of the Annual General Meeting or Special Meeting. The proposed amendments to the Bylaws shall be maintained at the Club offices for review by the members at least thirty (30) days in advance of the Annual General Meeting or Special Meeting.
Section 10.4 Effect The installation of and any subsequent amendment to these Bylaws shall become effective immediately following the vote of the membership.
Section 10.5 Distribution Amendments Amendment to the Bylaws shall be posted to the Club’s website and be maintained within club records for review by the members within five (5) days after their adoption.
Section 10.6 Conflicting Bylaws The TPCJSA and WSYSA bylaws, policies and requirements take precedence over and supersede the governing documents and decisions of the Club and its members to the extent applicable under Washington state law, and the Club and its members will abide by TPCJSA’s and WSYSA’s articles, bylaws, policies and requirements. The Bylaws shall be amended at the next Annual General Meeting to eliminate the cause for any conflict.
ARTICLE 11 -PROVISIONAL RULES
Section 11.1 Temporary Rules & Regulations By a two thirds (2/3) majority the Board of Directors shall have the authority to adopt or amend temporary rules and regulations which shall expire at the conclusion of the Annual General Meeting if not adopted by the membership to become a Standing Rule or Regulation. Any Temporary Rule or Regulation not adopted by the membership shall not be reinstated by the Board of Directors as a Temporary Rule or Regulation.
Section 11.2 Distribution of Temporary Rules & Regulations A copy of the Board-adopted Temporary Rule(s) or Regulation(s) shall be sent to the association of affiliation for their records and approval.
Section 11.3 Adoption & Amendment Standing Rules and Regulations must be adopted by the voting members and shall be subject to amendment by the membership only in the fashion prescribed in Article 7.
ARTICLE 12 -RECORDS, REPORTS, & FINANCIAL MATTERS
Section 12.1 Records & Reports The Club shall maintain adequate and correct accounts, books, and records. All such records shall be kept at the Club’s principal place of business. The Secretary shall be responsible for the maintenance of the administrative records. The Treasurer shall be responsible for the maintenance of the financial records and have the books available for inspection. The club shall prepare an annual budget. Any revisions to the budget or expenditures exceeding the budget figure must be approved by the board.
Section 12.2 Revenues & Payment of Monies Income and Revenues of the Club shall be deposited in such bank or financial institution as the Board shall designate. All expenditures for amounts in excess of $1,000.00 must be approved by a 2/3’s majority of the voting Board of Directors. All receipts and expenditures shall be presented upon request to the Board of Directors. Contract and indebtedness shall be executed by the Board in compliance with the Bylaws and Articles of the South Hill Soccer Club, and no one other than the Board of Directors can make binding financial commitments on the Club’s behalf.
South Hill Soccer Club specifically disclaims financial responsibility for, and shall not assume nor is held liable for, the debts or the financial obligations, either expressed or implied, of any affiliated team or any of the coaches, managers, or any affiliated team officials.
Section 12.3 Loans No loans shall be contracted on behalf of the Club and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.
Section 12.4 Audit The Treasurer shall appoint an Audit Committee to conduct an internal review the books and records of the Club. Such Audit Committee will review the books and records of the prior year’s activities no later than two (2) months from the installation of the new Board following the AGM. In addition thereto, the Audit Committee shall establish rules and regulations and procedures as it deems necessary or proper for the checks and balances relating to the audit of the books and records of the Club.
Section 12.5 Fiscal Year The fiscal year of the Club shall begin January 1st and end on December 31st.
Section 12.6 Annual Report At the Annual General Meeting, the Treasurer shall have available for distribution to the membership present a written financial report of the Club.
Section 12.7 Insurance The Club shall provide, through Washington State Youth Soccer Association, an umbrella liability policy covering the Board of Directors, coaches, assistant coaches and referees. The VP - Administration shall review WSYSA Directors and Officers insurance policy coverage and report this information on an annual basis to the Board at the first meeting following the AGM.
ARTICLE 13 -FEES, PLAYER REGISTRATION, TEAM SPONSORS, & FUNDRAISING
Section 13.1 Player Fees A registration fee shall be assessed to individual players as set by the Program Director and approved by the Board to cover, at a minimum, the costs of coaching, training, fall league play, uniform, fields and the appropriate affiliation fees. Each year the Club will publish the specific costs covered by the registration fee as well as extra costs that a parent, legal guardian, or player shall expect not to be covered by the registration fee. SHSC is committed to the goal that no player shall be denied the opportunity to participate due to financial reasons and will exercise all options to minimize costs.
Section 13.2 Player Registration Every player must register by the deadline set by the Program Director and Director of Registration. The Club shall post the procedure and deadline for registration on the Club’s internet website at least sixty (60) days prior to the end of the registration period. Players must provide their name, address, telephone number, date of birth, e-mail address, and a signed emergency medical authorization treatment form. In addition, a copy of his/her Birth Certificate must be sent to the Club if a player is registering for the first time in this Club or if the player did not play on an SHSC team the previous year.
Section 13.3 Financial Aid If a player is unable to meet or pay the registration fee, the player shall apply for a SHSC Scholarship by submitting a written request explaining the financial hardship to the Director of Registration. The Director of Registration will review the request and submit it to the Board of Directors. Players receiving financial aid are required to fulfill the playing season they are being aided in. if a player doesn’t fulfill playing commitment, player will be obligated to repay funded amount, before player transfers will be allowed. All financial aid application will be held in confidentiality among scholarship committee.
Section 13.4 Registration Fee Refunds if a player decides to discontinue his or her participation in a Club program, the player or parent must notify the Director of Registration and make a written request for refund by no later than October 1st following the registration deadline.
Section 13.5 Sponsorship and Fund Raising
.(a) The Coordinator of Business Development is responsible for organizing and implementing Club sponsorship and fund raising activities. Proceeds from fund raising organized by the Club shall be managed by the clubs’ Board of Directors.
.(b) Each team may organize their own fund raising and sponsorship. However, team fund raising shall not conflict with Club fund raising activities and will, therefore, be submitted to the Coordinator of Business Development and ultimately to the Board for approval prior to scheduling of fund raiser or acceptance of any sponsor. If a team goes defunct or disbands, all monies and assets that remain unused by the team shall be turned over to the Board for disposition back to the donors, sponsors, and original team members.
Section 13.6 Team Finances If a team receives any monies through its own sponsorship or fund raising, each coach will appoint a team manager to collect and account for all team monies. Team monies shall not be intermingled with personal finances; all monies shall be turned into the club treasurer and placed in the appropriate teams account. An accounting of all team finances shall be made to the team. Any disputes over the disposition of team monies will be forwarded, in writing, to the Board of Directors. The findings and decisions of the Board will be binding to all involved parties.
ARTICLE 14 -COACHING DIRECTORS
Section 14.1 General Procedures
(a) Upon the request and proposal of a Program Director and/or DOC, the Board will contract with qualified individuals to perform certain professional services for the Club, such as technical training, individual training, goal keeper training, team training and team coaches that will serve the Club. The DOC shall be responsible for negotiating the terms under which these services are provided to the Club, including without limitation, the length of such service and the rate and frequency of the compensation to be paid. The Consulting Services Agreement negotiated shall be submitted to the Board of Directors for approval and signature.
(b) The DOC and/or Program Director shall evaluate the performance of the consulted individual(s) for the duration of the agreement.
ARTICLE 15 -COACHES
Section 15.1 Application to Coach and Qualifications: All potential candidates to coach any team in any program in the South Hill Soccer Club must be approved by the board. The Director of Coaching and/or Program Director, with the Director of Registration, will review all coaching registrations and recruit coaches for unfilled positions. The qualifications to coach vary by program and shall be listed in the individual Operating Procedures for these programs. All coaching assignments will be approved or denied by the Board of Directors.
As noted in Section 8.7 above, a Director of Coaching and/or Program Director shall be given the authority to seek out and negotiate to hire a professional coach for a particular team within his or her program. Any paid coach within a SHSC program shall be an consultant, and the Consulting Services Agreement will list the tasks to be performed by the coach, compensation and other necessary provisions. The agreement for each coach will be presented to the Board of Directors for review and approval and shall be presented in a timely manner to allow the Board sufficient time to prepare and plan for the financial impact associated with such services and agreements.
Section 15.2 Responsibilities of Coaches The general responsibilities for each coach, professional or non-paid, are spelled out in the Operating Procedures for each program. For professional coaches, the individual provisions of the negotiated and approved contract will be binding on them for the term the contract is in effect.
Section 15.3 Risk Management All coaches, assistant coaches, team managers and club volunteers shall be cleared through WSYSA Risk Management before commencing their duties for the Club.
ARTICLE 16 -DISCIPLINE
Section 16.1 Offenses Officers, Directors/ Coordinators, Coaches and/or staff, players and parents of soccer teams must come before the Judicial Committee to be reviewed, disciplined, or
prohibited from membership in the Club for any of the following:
(a) Conviction of a felony as defined by the Revised Code of Washington.
(b) Striking, kicking, or spitting upon a player, referee, or spectator.
(c) Using foul or abusive language.
(d) Unsportsmanlike conduct.
(e) Receiving a red card or two yellow cards during league or tournament play.
(f) WSYSA Code concerning email violations (608.3)
(g) Violating SHSC, TPCJSA, District III, WSYSA, or USYSA rules
or ethical standards or any decisions of the Board.
Section 16.2 Procedures
(a) All alleged violations indicating unethical or unsportsmanlike conduct during activities associated with the Club shall be reported as soon as possible to the Coordinator of Discipline & Review or any Board Member within 72 hours of the alleged incident, followed by written statement submitted to the Coordinator of Discipline and Review for review by the Judicial Committee.
(b) Upon receipt of a written complaint, the Coordinator of Discipline shall set a date, time and place to discuss the incident with the offending individual. The Coordinator of Discipline shall contact the offending individual notice of this meeting, along with a statement of why the meeting is being scheduled and with the warning that if he or she fails to attend the meeting, an adverse decision will be issued by the Committee affecting his or her standing and future participation as a member of this Club, TPCJSA, District III, and/or WSYSA.
(c) The Judicial Committee shall have sole responsibility for disciplinary recommendations. Any appeal process must start at the Board of Directors.
(d) All parties directly/indirectly involved in alleged violation shall not serve on the Judicial Committee proceedings.
ARTICLE 17 -RATIFICATION
Any proposed changes to these Bylaws must be reviewed and approved by a majority of the Board of Directors before being presented to the membership. The Board shall notify the membership of such changes 30 days prior to a meeting held for the purpose of voting on the changes. The signature of three (3) members of the SHSC Board of Directors shall signify the date of such meeting and the membership’s successful vote on any change or amendments made to these bylaws.
In Witness whereof, the undersigned officers acknowledge that the membership, by a majority vote, have approved the foregoing bylaws, changes, and/or amendments, and shall be in effect hereafter.
Dated this th day of Janruary, 2010.