Sporting Columbia | By-Laws
Article 1 Name
This organization shall be known as Sporting Columbia (hereinafter “THE CLUB”)
Article 2 Purpose
THE CLUB shall develop, promote and administer a youth soccer club for players residing primarily in Boone County.
The Club is committed to promoting soccer in the Columbia area by developing both the person and the athlete. The Club’s recreational program does not turn away any player. The competitive side offers players the opportunity to develop their skills, physicality, and field sense while promoting good sportsmanship.
Article 3 Offices
The principal office of THE CLUB shall be located in the State of Missouri.
The address of the resident agent of THE CLUB required by the Missouri Not-For-Profit Corporation Act of said state may be, but need not be, identical with the principal office of THE CLUB. The address of the principal office and the designation of the resident agent may be changed from time to time as authorized by the Board of Directors.
Article 4 Seasonal Playing Year and Fiscal Year
The seasonal year of THE CLUB shall begin on the first day of August in each year and end on the last day of July in the following year. The Board of Directors shall determine the fiscal year.
Article 5 Membership
THE CLUB will not discriminate against any individual on the basis of race, color, religion, age, sex or national origin.
5.1 Types of Members and Memberships
Membership in THE CLUB is comprised of:
All registered players, parents and family members residing within the household;
all persons who participate directly in the work of THE CLUB;
other individuals who desire to promote soccer and advance knowledge of young players may apply to the board of directors for membership status.
5.1-1 Adherence to Standards
Each Member of THE CLUB will adhere to the By-laws, policies and procedures of THE CLUB.
5.2 Voting Rights
Members who are in good standing with THE CLUB shall have the right to vote at the Annual General Meeting and any special meeting of the membership of THE CLUB. A family unit of one player shall be allowed one vote; two players shall have two votes, and so on for each ballot issue and nominated position. Votes may be submitted in person or on an official ballot form prior to the meeting if available.
5.3 Membership Meetings
5.3-1 Annual General Meeting of Members
THE CLUB shall have an annual general meeting of its members in the last quarter of the calendar year. The Board of Directors shall determine the date, time and location of that meeting. Written notification by: mail, e-mail, newsletter and/or posting at the playing fields of the Club to all Members shall be made at least thirty (30) days prior to the Annual General Meeting.
Business at the Annual General Meeting will include the election of representatives to the Board of Directors and any other business. Board Members will take office on January 1.
5.3-2 Special Membership Meetings
The Board of Directors may call a special meeting of the membership at any such time, as the Board of Directors may call a special meeting of the membership at any such time, as the Board of Directors deems necessary. Written notice of the meeting by: mail, email, newsletter, or posting at the playing fields of the Club must be attempted in good faith to all Members at least thirty (30) days in advance of the special meeting.
5.3-3 Quorum for Membership meeting
A quorum shall consist of the smaller, 50 members of ten percent (10%) of the total number of Members, either in attendance of having submitted their votes on the official ballot form in a manner that ballot forms are in possession of the current Board at the time of the meeting.
5.3-4 Vote Requirements
Action of the membership on general issues and nominations shall be by a simple majority of ballots cast, unless otherwise provided by the by-laws.
Article 6 Board of Directors
6.1 General Authority
The business, property and affairs of the CLUB shall be managed and controlled by a Board of Directors. All authority of THE CLUB shall be vested in a Board of Directors unless specified otherwise in these by-laws.
The Board of directors is responsible for developing, reviewing, amending, and enforcing the by-laws, policies and activities of THE CLUB, including but not limited to decisions affecting finance, membership status and appeals procedures.
The Board of Directors may delegate responsibility for day-to-day operations associated with these activities.
The Board of Directors has the power to borrow money, raise funds and determine spending for THE CLUB and its members.
6.2 Board Composition
6.2-1 There shall be five (5) elected Directors of THE CLUB, which number may from time to time be increased or decreased by resolution adopted by not less than a majority of the Board of Directors, subject to the limitation that the Board of Directors shall never be reduced to less than three (3) nor increased to more than twelve (12) Directors, except as otherwise provided in these By-Laws. All members of the Board of Directors shall have and be subject to the same and equal qualifications, rights, privileges, duties, limitations and restrictions.
6.2-2 There shall be 2 appointed Board members:
A. The board will have a representative appointed from Columbia Parks and Recreation Department. This will be an annual appointment beginning on August 1. Representative may or may not be a voting member at their organizations discretion.
B. The board will have a representative from the Referee’s Association. This will be an annual appointment beginning on August 1. Representative may or may not be a voting member at their organizations discretion.
6.3 Restrictions on Service on Board of Directors
A. Members of the Board of Directors must be members of the Sporting Columbia and be at least 18 years of age.
B. No person convicted of a felony within the previous ten (10) years may serve as a member of the Board. Notwithstanding the previous sentence, in no event shall a person serve as a member of the Board if he or she has been convicted of a sex crime: or a crime involving the abuse of a child. Any person who is charged with a criminal act shall be suspended from the Board pending outcome of the charges.
C. Any person missing 4 consecutive regularly scheduled Board meetings or 6 regularly scheduled Board meetings in any preceding 12 months shall be deemed to have immediately resigned as a member of the Board. Absences may be excused by the Board. Furthermore, the Board may remove or dismiss from office any appointed or elected member of the Board for reasonable cause by due process followed by a two-thirds (2/3) vote of the Board unless otherwise provided in these By-laws.
D. The authority to determine breaches of duties of care, loyalty or candor shall rest with the Board. Generally, no Board member may financially gain as a result of any activity of the Board, or be associated with the company or organization contracting or doing business or potentially in conflict with THE CLUB in any form, unless the Board member has provided full disclosure and received authorization, approved or ratified by a majority of non-interested members of the Board.
6.4-1 Regular Board Meetings
The Board shall hold regular board meetings. The President shall determine the time and location of these meetings, and give reasonable notice of the meetings. Reasonable notice but not be limited to the agenda, date, time and place of the meeting. If the meeting is by a means other than in person, the notice shall also include the means by which the general membership may observe the meeting.
6.4-2 Special Board Meetings
Meetings for a special purpose may be called by the President or upon written application by on quarter of the Directors. A minimum twenty four-hour notice of meetings for a special purpose shall be given and this notice shall state the purpose.
6.4-3 Written Consents In Lieu Of Meetings
Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if, prior to such action, a written consent thereto is signed by two-thirds (2/3) of the members of the Board (either on a single document or in counterparts), and such written consent is filed with the minutes of the proceedings of the Board.
6.4-4 Teleconferencing and other electronic meetings
A Board Member may participate in any meting by, or conduct any meeting through the use of, any means of communication by which all Directors participating may simultaneously hear each other during the meeting.
6.4-5 Meeting Minutes
Minutes of all meetings shall be maintained in the corporate minute books.
6.5 Quorum and Voting Requirements
A quorum is a simple majority of the Board. A quorum must be present at all times during Board meetings in order to conduct business.
A member of the Board shall have one (1) vote.
6.5-3 Vote Required
A majority vote of the Board in attendance at a meeting shall be required for any action of the Board, unless otherwise specified in these By-laws.
The Officers of THE CLUB shall consist of the President, Competitive Division Vice President, Recreational Division Vice President, Secretary, and Treasurer. Officers shall be elected by vote of the Board of Directors following the annual General Meeting. The newly elected officers will take office January 1 and they will serve a 2 year term. To assure continuity of leadership, the officer elections should be staggered as follows whenever possible; President and Secretary elected in even numbered years, Vice Presidents and Treasurer elected in odd numbered years.
The President shall have the following duties and responsibilities:
A. Too oversee and coordinate the activities of THE CLUB, the Board of Directors, and designee(s) of the Board of Directors.
B. To preside at all Board and membership meetings.
C. To appoint special or ad hoc committees, subject to Board approval.
D. To appoint, subject to ratification by the Board, Chairs and other members of all standing committees, except where otherwise provided.
E. The President (or his delegate) will attend MYSA district/state meetings.
F. Other duties as specified by THE CLUB policies.
6.6-2 Recreational and Competitive Divisions Vice Presidents
The Vice Presidents shall have the following duties and responsibilities:
A. To assume the duties of the President in the case of the resignation of the President or during a temporary absence; or during the inability of the President to perform the functions of that office. The Recreational Division VP shall be first in line to assume these temporary duties.
B. To sign money disbursements made in the name of THE CLUB.
C. Other duties as specified by THE CLUB policies.
The Secretary of THE CLUB shall have the following duties and responsibilities:
A. To oversee communication between THE CLUB and its Members to insure that all are kept informed of the activities of THE CLUB.
B. To maintain the official records of THE CLUB.
C. To be responsible for recording the minutes of all THE CLUB’S meetings including but not limited to the board, executive committee, and membership meetings. The Secretary is not responsible for recording the minutes of committee meetings.
D. To maintain the By-Laws and meeting minutes and distribute them as needed.
E. Will deliver (e-mail, mail, by hand) the minutes of all meetings to the Board of Directors within two weeks after the meeting.
F. For informing members of meetings, handling correspondence of THE CLUB, and carrying out such other duties as shall be delegated.
G. To sign money disbursements made in the name of THE CLUB.
H. Other duties as specified by THE CLUB’S policies.
The Treasurer of THE CLUB shall have the following duties and responsibilities:
A. To ensure the sound financial operation of THE CLUB.
B. To oversee the financial (including budget process) policies and procedures for THE CLUB.
C. To oversee the financial records, payment of bills and the investments of assets.
D. To prepare the annual budget.
E. To sign money disbursements made in the name of THE CLUB.
F. To present a statement of account at every regular meeting of THE CLUB of the Board and at other times when requested by the Board and make a full report at the Annual General Meeting.
G. To serve as Chair of the Finance Committee.
H. Other duties as specified by THE CLUB’S policies.
6.6-5 Other additional duties and responsibilities may be filled by members of the Board or by designee(s) of the Board of Directors if desired.
6.7 Executive Committee
The officers serve as the members of the Executive Committee. The Board of Directors may authorize the Executive committee to act on its behalf from time to time. In such cases, the executive committee will only retain such power and authority as specifically directed by the Board of directors.
6.8 Executive Director, Registrar, and other Staff
6.8-1 The Executive Director and Registrar are non-voting ex-officio members of the board. The Executive Director and Registrar are expected to attend all board meetings exclusive of any meeting or portion of a meeting where they are the topic, unless the board invites them to said meeting.
6.8-2 The Executive Director, Registrar and other staff shall be hired, supervised and review annually by the Executive Committee. The duties and job descriptions of the Executive Director, Registrar, and other staff shall be specified in THE CLUB’S policies.
6.8-3 The Board may designate the Executive Director to hire, supervise, and review all other staff by a 2/3’s majority vote.
6.9 Terms of Office
6.9-1 Directors of THE CLUB shall take office on January 1 after they are elected by the Membership at the applicable Annual General Meeting, or immediately upon appointment by the Board in order to fill a vacancy.
6.9-2 Directors shall serve two-year staggered terms of office. Approximately one-half (50%) of Directors, in order to provide for staggered terms, will be elected each year. An initial term schedule, approved by the board of directors, will be used to establish staggered terms. Directors may not serve more than three (3) consecutive full terms.
Vacancies during the term of any Director shall be filled by appointment by the President, subject to ratification by a majority vote by the Board. A vacancy in the Office of the President shall be filled by appointment by the Board. Any person appointed to fill a Director vacancy shall serve for the balance of the term of the vacation Director.
6.11 Nominations and Elections
6.11-1 Each year, at the Annual General Meeting, all Directors positions needing to be filled will be elected in accordance with these By-laws. The Board shall present a list of proposed candidates for each position to the members at least 30 days prior to the Annual General Meeting of the Membership. The Board shall prepare a ballot of Directors for consideration by the members at the Annual General Meeting, which shall include at least one (1) name for each position to be filled.
6.11-2 Any Member in good standing may make additional nominations for each position from the floor.
THE CLUB shall have the following standing committees, and by establish additional special committees as desired. The Board President shall appoint all standing and special committee chairs, subject to Board approval, except that the Treasurer shall serve as the chair of the Finance Committee. The Chair of the committee may select the other members of the committee. The Chair of the committee severs at the pleasure of the President of THE CLUB.
A. Finance Committee
The Treasurer is chair of the Finance Committee which includes at least two (2) other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. The Board must approve and major change in the budget.
Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public if requested. The Finance Committee will also recommend the selection of the outside auditor and oversee the relationship with the auditor, including responding to the auditor’s recommendations.
B. Nominating Committee
The Nominating Committee will consist of at least two (2) Board members and is responsible for the preparation of priorities for Board composition. The committee will meet with prospective Board members, recommend candidates to the Board, recommend a slate for the Annual General Membership meeting to the Board, conduct orientation for new Board members, and suggest non-Board members for special committees formed by the Board.
Article 7 Indemnification
To the extent not inconsistent with the laws of the State of Missouri, every person (and the heirs estate, executors, administrators and personal representatives of such person who is or was a Director, officer of paid staff of the Corporation shall be indemnified by the Corporation as provided in the act.
Article 8 Parliamentary Authority
“Roberts Rules of Order” may govern THE CLUB in all cases where they are not inconsistent with these By-laws or any special rules of the order THE CLUB may adopt, as well as State law.
Article 9 Amendments to By-laws
9.1 Any proposed amendments of THE CLUB’S By-laws shall be submitted in writing to the Board at least sixty (60) days prior to the membership meeting at which the proposed amendments will be submitted for a vote.
9.2 Notice of any proposed Bylaw amendment must then be given to Members at least thirty (30) days prior to any Annual General Meeting membership meeting called or held to consider such proposed amendment. In order to adopt the proposed By-law, two-thirds (2/3) of the votes cast at said meeting must vote in favor of the proposed modifications.
9.3 Any proposed By-law amendment which is approved in accordance these by-laws will become effective on the date specified by the Board in the notice given to members, or at such later date as the Board may propose at the time of the vote (but not earlier) taken by the Members, or unless as otherwise adopted by amendment and approved at the time of the vote by the Members.
Article 10 Exempt Status
Any and all assets of THE CLUB are permanently dedicated to exempt purposes within the meaning of Section 501(c)(3) of the Internal revenue Code of 1986 (or corresponding provisions of future laws). THE CLUB shall not be operated for pecuniary profit and shall have no capital stock and shall make any distribution of dividends to its members, Directors, officers or persons having a private interest in the activities of THE CLUB, except that THE CLUB shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these By-laws.
THE CLUB shall not carry on of propaganda, or otherwise attempt to influence legislation, and THE CLUB shall not participate in, or intervene in (including the publishing or distribution or statements) any political campaign on behalf of any candidate for public office. In the event THE CLUB is dissolved, the Board shall pay, satisfy and discharge all liabilities and obligations of the Club. Upon dissolution, the board is to donate any remaining assests to organizations engaged in activities substantially similar to those of THE CLUB and organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at that time qualify as an exempt organization under Section 501(c)(3) of Internal Revenue Code of 1986 (or corresponding provisions of future laws).