BYLAWS OF NORTH METRO SOCCER ASSOCIATION (“NMSA”)
North Metro Soccer Association Mission:
The mission of North Metro Soccer is to provide progressive, recreational and competitive soccer opportunities through a positive and diverse environment that maximizes participation and improves player’s skills, while developing sportsmanship, teamwork and self confidence.
Section 1. Membership in this Association will be open to the following as classified:
INDIVIDUAL MEMBERSHIP. One member of each immediate family, 18 years or older, representing registered players of that family in the North Metro Soccer program. No one family will have more than one vote at the Annual Meeting or at any meeting of the membership. Membership will be granted upon registration for the upcoming playing year and shall remain in effect so long as financial accounts are current. Membership for competitive participant programming will expire on July 25th, upon completion of the playing year. Membership for Recreational Soccer participant programming expires on February 1st of each year.
Individual Memberships shall be limited to voting for the board unless Minnesota statute directs otherwise.
The North Metro Board of Directors retains the right to revoke any individual membership by a majority vote of the board.
All Board of Directors (“Directors”) members shall hold voting membership should they not be included in A.
Directors retain the right by or majority vote to suspend voting privileges for members not in good standing.
Section 1. Announcement: Notice of the Annual General Meeting (AGM) shall be published on the front page of the NMSA public website a minimum of 30 calendar days prior to the scheduled meeting. Any special meetings shall be published 7 calendar days prior to the scheduled meeting.
Section 2. Place: All meetings of the membership will be held at a place that is determined by the Directors and is adequate to serve the membership.
Section 3. Frequency of Board Meetings: The frequency and timing of the meeting shall be determined by the Board of Directors, dependent upon the type and urgency of the necessary business. The general recommendation is that meetings are held on a monthly basis. The annual meeting of the Directors will be held without notice the month following the AGM Executive Officers (President, Vice President, Secretary and Treasurer) for the ensuing year - for final approval.
Section 4. Annual General Meeting: The annual meeting of the members will be held in the month of October each year.
Section 5. Special Meetings: Special meetings of the members, for any purposes, will be called by the President, or will be called by the President and Secretary at the request of a majority of the Directors, or at the request of, in writing, twenty (20) of the members. Such a call will state the purpose or purposes of the meeting, and business transacted at all special meetings will be confined to the purposes stated in the call.
Section 6. Quorum: At all meetings of the Directors greater than 50% of the board will be necessary and sufficient to constitute a quorum for the transaction of business. In addition, 7% of the total general membership will constitute a quorum when considering new business for which a vote of the individual membership is required.
Section 7. Voting: At each meeting of the membership, individual members and members of the Directors will be entitled to one vote. Voting by Proxy is prohibited. Upon demand of any member, the vote for directors, or the vote upon any question before the annual meeting, will be by ballot. All elections will be held and all questions decided with majority vote.
Section 8. Open Meetings. All NMSA Board Meeting will be open to the public. Contributions from the attendees will be limited in time and content.
Section 9. Minutes and Financial Statements. All meeting minutes should contain details on at least the following: attendees, (Directors, Staff and guests), evidence of financial review, start and end times, notes on discussion items, specific language on motions, Directors vote on “Yay” or “Nay” on a motion and any other information that may be critical for future review or clarification. Minutes for the meeting shall be reviewed, amended and approved at the next meeting of the Directors and published and posted to the NMSA website.
Section 10. Order of Business: The Directors may determine the order of business at their meetings.
BOARD OF DIRECTORS
Section 1. Size: The management and business of this corporation will be vested in the Directors consisting up to fifteen (15) but not fewer than five (5) members. The exact size may be determined by the standing Board to take effect at the conclusion of the next scheduled AGM.
Section2. Composition: It is not a requirement, but is preferred that a Director have specific experience in the sport of soccer.
Section 3. Nomination: NMSA shall produce and publish an open nomination form. The NMSA Board of Directors will actively seek out potential Directors.
Section 4. Election Process: Elections will be held at the annual meeting as described in Article 3 Voting. 50% of +1 Director member will be elected in years ending in an even number. The remaining members will be elected in the years ending in an odd number. In the event that there are more nominees than open Director positions votes will be considered in descending order with the lowest nominee(s) not awarded a position on the Board. A new Director member may not be the 3rd member representing from any single team.
Section 5. Term: The term of each Director shall be two (2) years with the intent that not more than one half of the Directors plus one shall have terms expiring in any one year. Directors, upon election or appointment, are expected to fulfill the duration of the term. Directors may be re-elected to serve additional terms so long as they stand for election.
Should the situation arise that regular rotation of expiring terms become unbalanced the Board of Directors is allowed liberty to select a reasonable method to rectify the situation.
Section 6. Executive Officers: The month following the AGM, the NMSA Board of Directors shall elect Executive Officers which include President, Vice President, Secretary and Treasurer. Term lengths of Executive Officers are limited to a single two (2) year term.
PRESIDENT. The President will be the Chief Executive Officer of the Corporation. He/she will preside at all meetings of the membership and the Directors. The President is responsible for the enforcement of all laws, rules and regulations of the Corporation. In addition, the President will appoint, and if necessary, change the personnel of, any ad hoc committees. The President will also appoint the chairpersons of any special committees with the approval of the Board. The President will have the power to invite persons not members of the Board to regular or special meetings of the Corporation. The President will perform all duties specified in the Articles and by-laws of the Corporation and shall be imposed by the resolution of the Directors. The President, along with the Vice-President, will sign all written contracts and obligations of the Corporation. The President shall not cast a vote unless it is a tie vote and his/her vote shall be the deciding vote.
VICE PRESIDENT. The Vice President will, in the absence or disability of the President, perform the duties and exercise the powers of the President, and will perform such other duties as the Directors will prescribe.
SECRETARY. The Secretary will attend all sessions of the Directors and all meetings of the members and record all votes and the minutes of all proceedings in a book kept for that purpose. The Secretary will give or cause to be given, notice of all meetings of the members and the Directors. The Secretary will keep in safe custody the seal of the Corporation, and when authorized by the Board, affix the same to any instruction requiring it.
TREASURER. The Treasurer shall oversee the financial accounts of North Metro Soccer. This includes overseeing the work of the Operations Treasurer and ensuring an accurate account of receipts, deposits and disbursements and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. The Treasurer will ensure the accurate disbursement of funds of the Corporation as may be ordered by the Board. The Treasurer will work with the Operations Treasurer to ensure the proper use of vouchers to account for disbursements, and will give to the President and the Directors, at the regular meeting of the Board, or whenever they may require it, an account of any or all transactions and of the financial condition of the Corporation. The Treasurer will give the Corporation a bond, if required, by a majority of the Board of Directors, in such amount as they determine, and with honor or more sureties satisfactory to the Board, for the faithful performance of the duties of his/her office, and for the restoration of the Corporation, in case of his/her death, resignation, retirement, or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her control, belonging to the Corporation. Such bonding will be paid for by corporate funds.
Section 7. Board Directors At Large include any non-Executive Officers on the Board who are expected to attend meetings regularly and be considered for committees.
Section 8. Committees: In the interest of delegating responsibility and utilizing available experience or expertise that may be amongst Directors, committees may be formed. Committees may include current and former Directors and/or NMSA Staff or individuals from the community at large. Committees are intended to complete designated tasks and offer recommendations to the board.
Section 9. Removal: Any individual Director may be removed from office, with cause by two-thirds (2/3) majority vote of the Board. Among the reasons for removal, but not limited to, include: absence for two (2) or more consecutive meetings, failure to disclose a significant conflict of interest, failure to maintain residence within the NMSA footprint or other activities deemed detrimental to NMSA.
Section 10. Resignation: A Director may resign at any time by giving written notice to the Board of Directors or President. The resignation will take effect immediately unless otherwise approved by two-thirds (2/3) majority vote of the Board.
Section 11. Vacancies If the position of any Director becomes vacant, by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, the Directors then in office, by a majority vote, may choose a successor or successors, who will hold office for the unexpired term in respect of which such vacancy occurred.
Section 12. Compensation for Board Service: Directors shall receive no compensation for serving on the Board other than reimbursement for expenses or travel on behalf of NMSA.
POWERS OF DIRECTORS
Section 1. TRANSFER OF ASSETS TO CORPORATION. The Directors will have the authority to approve and accept all property and facilities to be turned over to the Corporation.
Section 2. EMPLOYEES. The Directors will have the power to appoint and remove, at pleasure, all agents and employees of the Corporation.
Section 3. COMMITTEES. Standing Committees include: Executive Committee (President, Vice President, Treasurer and Secretary), Recreational Committee and Competitive Committee. The Directors may establish committees, provide rules and regulations therefore, and appoint chairpersons thereof as it may deem necessary.
Section 4. OTHER POWERS. In addition to the powers and authority conferred upon them by this and the other Articles of these bylaws, the Directors will have the power to do all lawful acts necessary and expedient to the conduct of the business of this Corporation, that are not conferred upon the members by these by-laws, by the Articles of Incorporation or by statute.
Section 5. REGISTRATION FEES. The registration fee of the individual members will be covered as part of the individual program registration. The dollar amount of the fees will be set by the Board each season based on the fund balance at the end of the previous soccer year and the projected costs of the program for the upcoming year.
Section 6. POLICIES AND PROCEDURES. The Board of Directors and Staff shall maintain, publish and regularly update policies and procedures to guide the operations of NMSA.
Section 7. UPDATES TO BYLAWS. The Board of Directors may amend the Bylaws without member approval, with the approval of ⅔ of the board of directors.
Section 1. RECORDS. The Directors will keep a complete record of all of their minutes and acts, and of the proceedings of the member, and present a full statement at the regular annual meeting of the members, showing in detail all assets and liabilities of the Corporation.
Section 1. DISBURSEMENTS. Disbursements of the Association will be made by check and signed by up to two Directors, one of which must be an Officer of the Corporation. The Board will designate and approve up to four (4) Board members, one being the Treasurer, as signers. Up to two (2) staff members may sign checks in case of an emergency.
APPROVAL AUTHORITY. The Board must approve all financial plans and their accompanying operating plans prior to execution of individual programs. The Board must approve individual purchases exceeding $500. A Board designated and approved appointee will negotiate contracts or agreements with local suppliers to enable those agents named by him/her to charge expendable and miscellaneous items of $500 or less required to operate individual programs on a day-to-day basis.
CHARGE ACCOUNT(S). Authorization to use such charge accounts must be limited to two (2) individuals per program and only for the duration of the program. Bills from such supplies must be reviewed and approved by the Directors prior to payment.
Section 3. LEGAL DOCUMENTS. The President and Treasurer of the Association will sign all legal documents as evidence of indebtedness of the Association with a signed copy being kept by the Secretary.
Section 4. FISCAL YEAR. The fiscal year of the Association will begin on August 1st and terminate on July 31st of the following year
STANDARD OF CAUSE
It is the responsibility of each officer and director of this Corporation to discharge his/her duties as a director in good faith, in a manner the person reasonably believes to be in the best interests of the Corporation, and with the care of an ordinarily prudent person in a like position would exercise under similar circumstances.
All Directors are required to sign NMSA Interest policy and disclose all potential conflicts. A Director has material/financial interest in each organization in which the director, or the spouse, parents, children and spouses of children, brothers and sisters and spouses of brothers and sisters of the directors, or any combination of them have a material financial interest.
No Director may use his/her position to unduly promote or assign a player/team for personal gain.
Section 2. A contract or other transaction between this Corporation and one or more of its directors, or between this Corporation and an organization in or of which one or more of this Corporations’ directors, officers or legal representatives or have a material financial interest, is not void or voidable because of the director or directors of other organizations are parties or because of the director or directors are present at the meeting of the Directors or a committee at which the contract or transaction is authorized, approved or ratified, if:
The contract or transaction was, and the person asserting the validity of the contract or transaction sustains the burden of establishing that the content or transaction was, fair and reasonable as to the Corporation, at the time it was authorized, approved or ratified:
The material facts as to the contract or transaction as to the directors’ interests are fully disclosed or known to the Board or a committee, and the Board or committee authorizes, approves or ratifies the contract or transaction in good faith by a majority of the Board or committee, but the interested director or directors shall not be counted in determining the presence of a quorum and shall not vote.
Section 1. To the full extent permitted by the Minneapolis non-profit Corporation act, as amended from time to time or by other provisions of law, each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, wherever and whomsoever brought, including any such proceeding, by or in the right of the Corporation), whatever civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a member, director or officer of the Corporation, or he or she is or was serving at the specific request of the Directors of the Corporation as a directors, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the Corporation by the affirmative note of a majority of the directors present at a duly held meetings of the Directors for which notice stating such purpose has been given against expenses, including attorney fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding; Provided, however, that the indemnification with respect to a person who is or was serving as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise shall apply only to the extent such person in not indemnified by such other Corporation, partnership, joint venture, trust or other enterprise.
Section 2. The indemnification provided by the Article shall inure to the benefit of the executors and administrators of such person and shall apply whether or not the claim against such person arises out of matters occurring before the adoption of this provision of the Bylaws.
Section 1. AMENDMENTS TO THE BYLAWS. The Bylaws may only be amended when a formal, written request is made and only when two-thirds (2/3rds) of the Directors vote for the change.
This is to certify that the foregoing By-laws have been duly adopted by the Corporation this ____ day of ______________, 20__.