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BYLAWS OF SALINE AREA SOCCER ASSOCIATION

BYLAWS OF SALINE AREA SOCCER ASSOCIATION
Doing Business as: Saline FC


I.  PURPOSE:  

The Saline Area Soccer Association (referenced in this document as Saline FC), has as its purpose the following:

To act exclusively for educational purposes as described in Section 501(c)(3) of the Internal Revenue code; to teach the game of soccer and good sportsmanship to youths under the age of 19 within the Saline Area School District, and provide encouragement and consideration to adjacent communities; to provide a program to prevent juvenile delinquency by providing opportunity for young people to learn and play the game of soccer; to manage and conduct excursions and social meetings and organized team play within and without Michigan; to engage in international games to promote understanding between the youth of the world. Specifically, the recreation and travel leagues will be governed by their respective general guidelines stated in Section XVII.


II.  MEMBERSHIP:


a)  Membership in this league shall be by player and coach registration. Each family having a registered player or players during the seasonal year shall have and be limited to one (1) vote at the General Voting Meeting (GVM). Each coach (head and assistant) shall have one (1) vote, with that vote applying to the family vote if appropriate. The elected directors, as defined in Sections IV and V.A., are also considered members, and shall have one (1) vote, with that vote applying to the family vote if appropriate. Under no circumstances shall any individual have more than one (1) vote, with exception as stated in Sections XI and XIII.

 

i) The Board of Directors will recommend to the membership the procedures, rules and fees required for league players, for ratification at the GVM, special meetings or at regular Board meetings, as the case may be.

ii) All members shall abide by the Bylaws as set forth by the Board of Directors, and all applicable rules and regulations of the Michigan State Youth Soccer Association (MSYSA) with which Saline FC is affiliated, and the applicable rules and regulations of any other league with which Saline FC is affiliated.

iii) As required by law, discrimination because of sex, race, creed, handicap or national origin is prohibited.

b)  Members in good standing have the power to nominate directors of Saline FC at the GVM of the members; recommend removal of any director for good cause at a regular or special meeting of the members; and propose amendments to the Bylaws.

c)   Membership in Saline FC and all incidental rights shall be terminated by any of the following:

i) Written resignation or non-registration (as a player during the entire seasonal year).

ii) Death of a member

iii) Failure or refusal by any adult Saline FC volunteer or Saline FC employee to register with MSYSA Risk Management program and complete all required certifications.

iv) Expulsion following a hearing before the Board for violation of or failure to comply with any Bylaws, MSYSA rule or FIFA Law of the Game providing that no less than (7) days written notice of the hearing is given to the member and the member is expelled by at least a majority of the Board.

d)   A member may be suspended following a hearing upon seven (7) days written notice, for actions including conduct prejudicial to the best interest of Saline FC, for a period not to exceed two (2) years. A person suspended shall have no vote, shall not participate in any meetings, serve on any Saline FC committees, act as a coach, or have any position in Saline FC. During a suspension period or after termination of any member, the Board shall approve a substitute for the affected team if appropriate.


III.  GOVERNING AUTHORITY:


a)  Saline FC shall be governed by its Bylaws except when these are superseded by the MSYSA or the United States Soccer Federation (USSF), unless voted on by a majority of the Board for the best interest of Saline FC. The governing authority of Saline FC is vested with its Directors, as described below.

b)  The Board of Directors (the “Board”), shall be composed of the officers as defined in Section IV, and other positions as required by the Board. In no event will the Board exceed thirteen (13) persons, elected as described in the section, plus no more than ten (10) division managers, who will be appointed by elected board members. No board member (elected or appointed) shall have more than one (1) vote at any meeting.

c)  One-half of the elected members of the Board shall be elected during even years at the General Voting Meeting (GVM) by the general membership. The other half shall be elected during odd years at the GVM by the general membership.

d)  Positions on the Board shall be determined by the Board at the next monthly meeting following the GVM. Any elected member of the Board that is unable to attend the monthly Board meeting shall notify the President or Secretary of their planned absence. Three (3) consecutive unexcused absences (as determined by the President, or in the President’s absence, by the Board) of an elected board member constitute an implied resignation of the position by that member, and a vacancy shall be declared and filled. Vacancies which may occur shall be filled by the Board as necessary.

e)  The Board shall have control and management responsibilities of the affairs and business of Saline FC. It shall only act in the name of Saline FC when it is properly convened. The Board shall adopt rules governing the operation and play of teams, and the rules may be amended by a majority of all of the Board. The Board may adopt procedures concerning its governance and the operation of Saline FC.

f)  A regular meeting of the Board shall be held within four (4) weeks of the GVM. A majority of all elected Board members shall constitute a quorum. The Board may provide for the time and place for holding additional regular meetings of the Board without other notice.

g)  Special meetings may be called by the President or by the President at the request of three other directors. A majority of elected Board members shall constitute a quorum. Notice of any special meeting shall be given at least one (1) day prior to the meeting, either in person, by telephone or other electronic means, or be sent by first class mail to each director.

h)  Attendance of a director at a Board meeting constitutes waiver of notice of the meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business of any Board meeting need not be specified in the meeting notice or waiver of notice.

i)  A majority of the elected Board members constitutes a quorum for transacting business. If less than a majority of the elected directors are present at any meeting, a majority of the directors present may adjourn the meeting and reschedule without further notice. The act of a majority present at a meeting at which a quorum is present shall be the act of the Board unless a larger number is required by the Michigan Nonprofit Corporation Act.

j)  The Board may make rules, procedures and regulations covering its meetings as it determines necessary. The Board may hire and fix the compensation any employee or agent deemed necessary to conduct Saline FC’s business. The President, or Vice President if the President is absent or unable to serve as chair, shall chair meetings of the Board. If neither the President nor the Vice President is available or able to serve as chair then the chair for that meeting or issue shall be selected by the majority of the Board in attendance.

k)  Any Board vacancy shall be filled by a vote of the majority of the remaining members of the Board until the next GVM.

l)  A Director may be removed by the Board when sufficient cause exists for removal as determined by the Board. The Board may entertain charges against any Director. The Board shall adopt due process procedures it considers necessary for the removal hearing.


IV.  OFFICERS:

The officers of Saline FC shall be the President, Vice President, Secretary, Registrar, and Treasurer. The officers and other positions shall be elected annually be the Board from among members of the Board at the meeting of the Board, which immediately follows the GVM of Saline FC. Each officer holds office until a successor is elected and qualified. No officer shall receive any salary or compensation by reason of being an officer of Saline FC.

a)  The President shall be the chair of the Board, preside at all Board meetings and at the GVM meeting, present an annual report of Saline FC at each GVM, see that all books, reports and documents as required by law are properly kept or filed, be a signatory upon Saline FC negotiable documents, be a spokesperson for Saline FC, and have the powers enjoyed by the chief executive of any corporation.

b)  The Vice President shall be the President of Saline FC if the President of Saline FC is absent or is unable to exercise the office, may be signatory upon Saline FC negotiable instruments, shall sit on Risk Management Committee (pertaining to issues between players, coaches, referees, and spectators), and shall perform other duties as directed by the Board, including the execution of all MSYSA risk management responsibilities.

c)  The Secretary shall keep minutes and records of Saline FC in appropriate books, file any certificates required by law, be the official custodian of Saline FC’s records, give and serve all notices to the members and Directors, may be a signatory upon Saline FC negotiable instruments, submit to the Board any communications addressed to the secretary and attend to the correspondence of Saline FC.

d)  The Registrar shall be responsible for refund policies and any information regarding registration. The Registrar shall also keep a complete record of all teams, members and players for the purpose of registration, with the help of the executive assistant, and shall perform other duties as directed by the Board.

e)  The Treasurer shall have the care and custody of all funds belonging to Saline FC, be solely responsible for the funds and securities of Saline FC, handle Saline FC banking, make financial projections, issue financial reports to the Board, be a signatory upon Saline FC’s negotiable instruments, invest Saline FC’s funds, file income tax returns, maintain the tax exempt status of Saline FC, and shall perform other duties as directed by the Board. The Treasurer shall be bonded in an amount directed by the Board. There shall be a Finance Committee consisting of at least three (3) persons, one of whom shall be the Treasurer, which shall meet and oversee Saline FC’s funds, project Saline FC finances, make fiscal recommendations to the Board, and draft an annual budget for approval by the Board in accordance with section VII of these by-laws.

i)  The Treasurer, or any two other officers, may act as signatory(ies) upon Saline FC negotiable instruments.

    
V.  OTHER POSITIONS:

a)  ELECTED TO THE BOARD: These positions are filled by elected Board members.

i)  Director of Recreation: Shall be responsible for recruitment, training, scheduling, meetings and evaluation of coaches, for player placement according to age, veteran status and requests, with the aid of the division managers. He/She shall also be responsible for scheduling, team balancing, ordering uniforms, maintaining files pertaining to coaches, sitting on the Risk Management Committee, and other duties as directed by the Board.

ii)  Director of Fields:  Shall be responsible for field procurement, organization and development of fields, and marking and maintenance of fields, and perform other duties as directed by the Board.

iii)  Director of Equipment:  Shall be responsible for all equipment (goals, nets, coach bags and contents, balls, etc.), and shall meet, solicit, and take bids for equipment, inspect equipment, receive, distribute, and collect equipment at the end of each season, and make equipment recommendations to the Board, and perform other duties as directed by the Board.

iv)  Community Relations: Shall be responsible for public relations, organization of fundraising events, distribution of tickets, sale of Saline FC merchandise, Saline FC season ending parties, picnic other special events, and other duties as directed by the Board.

v)  Director of Travel Program: Shall be responsible for the direction of the travel program, may serve as the chair of the Travel Committee, schedules fields for practices in cooperation with Director of Recreation, coordinates tryouts, and establishes the travel calendar. The Director of Travel Program is responsible for ensuring that advertisements for try-outs and coach applications are appropriately placed.

vi)  Member at Large: A maximum of two directors holding the title 'Member at Large' may be elected to the Board of Directors.  These positions will be filled only after all of the other Board positions have been filled. A member may hold the position of Member at Large for no more than one consecutive calendar year.

b)     APPOINTED TO THE BOARD: These positions are appointed by the elected Board members, including the officers.

i)  Division Managers: Shall be the liaison between the Board and the team coaches and assistant coaches for their respective divisions, assist in the distribution of Saline FC material deemed necessary by the Board, and assist the Director of Recreation in the formation of teams.


VI.  EXECUTIVE COMMITTEE:

a)  The Executive Committee shall consist of six members. The members shall be the President, Vice President, Secretary, Registrar, and Treasurer of Saline FC, and one other member of the Board elected to the Executive Committee by a majority vote of the Board members present. The President shall preside at all Executive Committee meetings.

b)  The purpose of the Executive Committee is to enable Saline FC to operate efficiently and effectively in the event action is required at a time when it would be difficult for a quorum of the Board to assemble.

c)  The powers of the Executive Committee include the power to authorize any action the Saline FC Board is empowered to perform and engage in, but all decisions involving the expenditure or borrowing of funds in excess of $5,000 require prior approval of the full Board.

d)  The Executive Committee shall not have the authority of the Board of Directors in reference to amending, altering or repealing the Bylaws; electing, appointing or removing any member of the Executive Committee or any director or officer of the corporation; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Corporation; fixing the compensation of the directors for serving on the Board or on a committee; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee.

e) The Executive Committee shall meet upon call of the President or any three members of the Executive Committee. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting, and action of the Executive Committee meeting must be authorized by the affirmative vote of a majority of the members present.

f)   Minutes of the Executive Committee will be presented at the next scheduled Board Meeting.


VII.  BUDGET:

a)  For fiscal year 2011 and for each year thereafter, Saline FC’s Board of Directors will adopt an annual budget, using realistic assumptions, that will lead to a minimum non-cumulative cash reserve fund of 10% of Saline FC’s projected total annual expenditures.  The Board may establish a higher cash reserve level if it chooses.  Such reserve fund may be used for significant expenses that do not occur annually, such as major repairs of Saline FC’s fields or replacement of equipment, provided that the board shall then provide for the re-establishment of the 10% reserve in the next annual budget.


VIII.  COLORS:

The colors of Saline FC shall be black, gold and white.


IX.  SEASONAL YEAR:

The season year is defined as September 1 through August 31 of the next calendar year. Insurance coverage shall be for the seasonal year.


X.  FISCAL YEAR:

The fiscal year of Saline FC shall be January 1st to December 31st.


XI.  AFFILIATION: 

This league shall be an affiliated member of the Michigan State Youth Soccer Association (MSYSA), the United States Soccer Federation (USSF), and any other organization deemed beneficial to the game of soccer.


XII.  MEETINGS-GVM:

a)  GENERAL VOTING MEETING (GVM)

i)  GVM of Saline FC shall be held within four (4) weeks of the completion of the fall season. Notice of the GVM shall be provided by the Secretary by a notice in the Saline FC newsletter published during the fall season. The purpose of the GVM is to elect the officers and the other positions to the Board of Directors.

ii)  Prior to the GVM, the Board shall select one (1) member of the Board to serve as the Chairperson of the Nominating Committee and select two (2) other persons who are members of Saline FC, to serve on the Nominating Committee. The Nominating Committee shall consider available candidates for the positions to be filled at the GVM and shall submit a slate of candidates to the membership at the GVM for each vacancy to be filled.

iii)  At the GVM, the President shall give a report of the affairs of Saline FC, officers, and other positions up for election to the Board of Directors shall be elected, and the membership shall transact any other appropriate business as comes before the assembled group. Only the persons named by the Nominating Committee shall be eligible for election to the Board.

iv)  The members present shall constitute a quorum unless a greater number is required by law.

v)  Voting Prerequisites:

(1)  All members of Saline FC (as defined in Section III) shall be entitled to one (1) vote.

(2)  The President may cast a vote in all votes on motions but may cast a vote in an election only in the case of a tie.

(3)  Voting by proxy shall not be allowed, unless reasonably necessary to attain a quorum mandated by law which is greater than as set forth in Section XI.A.4. and only those members of record and in good standing, shall be entitled to voting privileges.

b)  SPECIAL MEETINGS:

i)  The President may call a special meeting of the membership if he/she deems it in the best interest of Saline FC, or at the written request of seven (7) members of the Board or one-fourth (1/4) of the members of Saline FC. Notice of any special meeting of the membership, specifying the reasons why the meeting is being called and identifying the business to be transacted, shall be given. No other business but that specified in the notice shall be transacted at a special meeting without the consent of at least three-quarters (3/4) of the membership present.

c)  RULES OF ORDER:

i)  All meetings conducted by Saline FC shall follow Robert’s Rules of Order.


XIII.  AMENDMENTS:

a)  Amendments to the bylaws of Saline FC shall be made at the GVM of the membership, or at a special GVM called by the President for this purpose, or at regular Board meetings if necessary.

b)  An amendment shall be deemed adopted by an affirmative vote of a majority of the quorum members present at the GVM or at other meetings called for that purpose.


XIV.  VOTING:

a)  At all meetings, except for election of directors and proposed amendments to the Bylaws, votes shall be cast by voice. Ballots shall be provided for election of directors and proposed amendments to the bylaws. If a majority of members present at a GVM or a majority of directors at a Director’s Meeting ever requires any questions to be voted by ballot, it shall occur. A plurality of the votes cast shall determine any matter. No vote by proxy is permitted. If voting by ballot is required, prior to the vote, the President shall appoint a committee of three who shall act as inspectors of the election, and who shall at the conclusion of the balloting certify in the writing the results. No election inspector shall be a candidate for office.

b)   The President shall cast a vote in an election only in the case of a tie. This vote shall not be considered the “family vote".


XV.  INDEMNIFICATION:

Any person who is a party or is threatened to be made a party to a civil or criminal claim, action or suit or to any administrative or investigative proceeding by reason of being a director or officer of Saline FC shall be indemnified by Saline FC against expenses, attorney fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action or proceeding. This indemnification shall continue as to a person’s heirs and personal representative. This indemnification includes any actions by third parties. Employees and other agents of Saline FC may be indemnified as set forth above as shall be provided for in accordance with the Michigan Nonprofit Corporation Act.


XVI.  STATE APPROVAL:

These bylaws are subject to the approval of MSYSA, and if any provision is determined violative of its bylaws or rules, then the invalid portion shall be altered by the Board upon written notification from the state organization.


XVII.  DISSOLUTION:


If Saline FC dissolves, all of its assets shall be distributed to another Saline area youth program or youth soccer association as may be qualified as tax exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 or future corresponding law.


XVIII.  GENERAL GUIDELINES:

a)  Recreation Program. The Saline FC Youth Recreation Soccer League Rules / General Guidelines are appendices to the bylaws for the recreation league.

a)  Travel Program. The Saline FC Youth Travel/Premier Soccer League Rules / General Guidelines are appendices to the bylaws for the travel league.


As revised November 6, 2002
As revised November 9, 2005
As revised July 10, 2007
As revised May 16, 2010
As revised October 26, 2013
As revised November 16, 2016
As revised April 10, 2018
As revised November 10, 2019

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