REAL SHORE LAKEWOOD FC By-Laws – March 28, 2013
A NON-PROFIT CORPORATION
NAME and OFFICES
The name of this association is REAL SHORE LAKEWOOD FC, which hereinafter is referred to as RSLFC. This association is located in Ocean County, New Jersey. The registered office of the corporation shall be at the home of the current President and will henceforth be at the residence of the then president.
2.1 The purpose of this association is to promote and advance the game of soccer in the shore area of New Jersey; to elevate the standards of integrity, honor, loyalty, courage, and courtesy among the youth of our community and all others participating in the game of soccer.
2.2 RSLFC is organized and shall be operated exclusively for charitable and educational purposes in accordance with Section 501C(3) of the Internal Revenue Code of 1954, as amended (herein after referred to as the “Code”).
2.3 Solely for the above stated purposes, RSLFC is empowered to exercise all rights and powers conferred by the laws of the State of New Jersey upon non-profit corporations, including, but without limitations thereon, the right and power to receive gifts, devises, bequests and contributions in any form, and use, apply, invest and reinvest the principle and/or income there from for the above purposes.
It is intended that the RSLFC shall have the status of a corporation which is exempt from federal income taxation.
These Articles shall be construed accordingly, and all powers and activities of RSLFC shall be limited accordingly. RSLFC shall not carry on propaganda or otherwise attempt to influence legislation to such an extent as would result in loss of its exemption from federal income tax under Section 501C(3) of the Code, nor shall any activity of RSLFC consist of participation in or intervening in any political campaign on behalf of or in opposition to any candidate for public office (including the publishing and distributing of statements).
MEMBERSHIPS IN ASSOCIATION
3.1 The annual membership is established as being from August 1 through July 31 of the following calendar year.
3.2 The membership of this Association shall be composed of adults and youth who have applied to Real Shore Lakewood FC with the approval by the Registrar and Board of Directors of the Association of a properly executed application/release form, birth certificate, and payment of all fees; the membership shall be composed of the following:
Any boy or girl within the age limits set forth by the Association is eligible for membership. A player shall have no vote.
3.2.2 Associate Member
All individuals (minimum age 18), whom have an interest in aiding the objectives of the Association and agree to abide by the constitution, by-laws and rules of RSLFC, are eligible for membership as an associate member. Associate members shall have no vote.
Any person 18 years of age or older, who supports the purpose of this organization and agrees to uphold the provisions set forth in Article 2 and abide by the rules of the Association, may apply to become a coach. Providing all other conditions listed above are met, exception for age may be made with the approval of the Board of Directors. All coaches must fill out paperwork to have a background check provided by the Registrar. All coaches must be interviewed by the Board of Directors.
Each team shall be entitled to ONE vote only on the general election of the Board of Directors. This election will be made in the fall season for any position that has expired in term. The team coach, assistant coach, or an alternate may cast this vote. In the event that an alternate will be a voting member at a scheduled or called meeting, the alternate must register with the Secretary prior to the meeting. If a coach is a Board Member, that coach must have an assistant coach or alternate in order to receive a team vote.
3.5 Code of Conduct/Ethics
Any member (players, spectators, coaches, etc.) may be expelled or suspended for any violation of the by-laws or rules, or for conduct prejudicial to the best interest of this Association, by a two-thirds vote of the Board of Directors, upon the reasonable opportunity to explain any conduct or violation.
3.6 Member of Association
Any member of the Association (or coach, team or official) may be expelled and his or her membership canceled, forfeited or suspended unilaterally by the Association’s Board of Directors or he or she may be censored by the Association’s Executive Board of Directors for a violation of the Association’s By-laws, Rules and Regulations or for conduct prejudicial to the interest of the Association. A red card shall not in itself be considered an expulsion for these purposes.
GOVERNMENT OF THE ASSOCIATION
This association shall be governed by its members, which shall consist of the Board Members. The following positions will be held: President, Vice President, Secretary, Treasurer, Field Coordinator, Director of Player Development, Director of Training, two Coaching Directors (Girls and Boys) and two Administrators (Girls and Boys).
This association shall have jurisdiction over all members, administrators, referees, coaches, assistant coaches, managers, registered players, teams, parents, and other persons affiliated with such teams. Each member will adhere to these By-laws and Rules and Regulations and will comply with the authority of the association. If the association is presented with substantiated evidence that a member is not adhering to these By-laws and Rules, the Board will meet to discuss action upon such member.
The fiscal year for the association shall be from January 1st to December 31st of the following year.
The Association shall keep correct and complete books and records of account and the secretary shall keep minutes of all meetings. Minutes shall be approved at the next board meeting.
Any Director, Committee Member, Officer or Agent may resign by giving written notice to the President. The resignation shall take effect at the time specified therein, or immediately if no such time is specified. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
These By-laws may be altered, amended or repealed, or new By-laws may be adopted, at any meeting of the Association by a two thirds (2/3) vote of the total present membership, provided, however, that all members have been given ten (10) day notice, including a written copy of the proposed changes.
BOARD OF DIRECTORS
The business and affairs of the association shall be managed by its Board of Directors, which shall consist of the Directors of this Association, most of whom will be entitled to one vote. The Board of Directors shall transact all business of the Association and shall have the power to enforce the Laws of the Games, Rules of the United States Soccer Federation and its respective members, and the By-laws, Rules, and Regulations of this Association.
A Director must be at least eighteen (18) years of age and may not be related to one other Director serving a concurrent term through a close family relationship (i.e. a spouse, sibling, or parent/child). No family members are allowed to serve on the board. All members of the Board of Directors shall be elected to serve for a term of two (2) years by a simple majority vote of the membership. The date and time of the elections shall be set by the Board of Directors
The Board of Directors shall be composed of the following:
Treasurer – who shall not be entitled to vote as a member of the Board;
Director of Coaching – Boys;
Administrator – Boys – who shall not be entitled to vote as a Board Member
Director of Coaching – Girls;
Administrator – Girls – who shall not be entitled to vote as a Board Member
Director of Training
Director of Player Development Program;
The election for these positions shall take place every two years. However, the Director(s) of Coaching, Director of Training and Director of Youth Development positions shall remain indefinitely as long as the individuals who are elected into these positions remain in good standing with RSLFC.
Each Board of Director shall have one vote. See Clause 5.3 for those Board Members who do not have a vote. In the case of a tie, the President has the deciding vote and may exercise the option to submit the issue to the Advisory Board.
The board will refer to an advisory committee when needed for support, implementation of training or other. This will be a group of people that the Board agrees on.
One half of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the board. Once a quorum is established at a meeting all actions taking place at that meeting shall be legal regardless of the number present at the time of a vote.
The Board of Directors will adopt and maintain the necessary policy statements that are needed to govern the regular business of the association. No policy statement may be used to override any part of the adopted playing rules and bylaws of RSLFC. Changes to, or adoption of a policy statement may be made an any meeting of the board, called in accordance with these by-laws, by the majority of the Directors present at that meeting.
The Board of Directors shall serve without salary for their services.
All Board Members of the Association, with the exception of the President, shall report the functions of their office, orally or in writing, at each regular meeting of the association.
A member of the Board of Directors can be a member or official of a team.
ELECTION OF BOARD OF DIRECTORS
Anyone may nominate a person to be placed on the ballot for an expiring position
by announcing that person’s name during the regular board meeting preceding the Annual General Meeting of RSLFC. The person nominated must be in good standing with RSLFC. The person nominated must provide verbal or written acceptance of the nomination prior to the closing of nominations from the floor for that position. If no acceptance is obtained, that person’s name will be removed from the list. After the nominations have been closed, no additional names may be added to the list of nominated persons and no write-in names are permitted.
Any Director may be removed at any time, upon the vote of two-thirds (2/3) of the members of the Board in good standing. No Director shall be removed unless notice of such action has first been given in a Notice of Meeting to all members of the Board. Any vacancy created by such a removal shall be filled as set forth in Section 5.7.
DUTIES OF THE BOARD OF DIRECTORS
As Chief Officer, is charged with the overall administrative and executive functions of the Association. He/she shall preside at all association meetings, the Executive Committee, and the Board. The President shall cast the deciding vote in the event of a tie at any meeting, or may waive the right to do so. The President shall appoint Chairpersons to any special committees and define their duties as may be necessary to carry on the work of the association. The President may appoint delegates or representatives to any meetings at which RSLFC is to be represented. The President shall submit a monthly summary report prior to the monthly membership meetings. The President is empowered to take prudent and reasonable action in cases not covered by these By-laws, and such authority is implicit in the office. The by-laws will be displayed on the Club’s website.
Shall serve as the Financial Officer of the Association and shall collect all money of the Association and submit a statement of receipts and expenditures and complete statement of assets and liabilities at the end of each soccer year. The Treasurer will clearly set forth the sources of receipts and purposes of expenditures, including such items as loans, or lease details and the extent to which any receipts or income is derived from nonmembers through ticket sales, facilities furnished, or any income producing activities. He/she shall pay all bills properly passed upon and approved by the Board of Directors. All checks on the Association’s bank account must be signed by (2) Board Members at all times. The Treasurer shall submit a report of finances at the monthly meeting and an end of the year report. No money shall be withdrawn on RSLFC bank accounts without approval of the Board of Directors.
The Secretary shall keep minutes of all Board of Directors meetings, Annual meetings, and Special meetings. The Board of Directors will approve the minutes. The Secretary will be responsible for all correspondence of the Association, notify members of all meetings, and reserve the meeting place.
The Registrar shall be responsible for registration and eligibility of all players and teams with the Association. The Registrar will maintain a list of players, teams, and coaches for the Association. The Registrar will operate online registration, track payments and forward the information on to the Treasurer.
7.5 Coaching Directors (2) – (Girls & Boys)
There will be both a Coaching Director for the boy’s and the girl’s teams of RSLFC. Each Coaching Director will aid in the improvement and selection of coaches, will schedule and hold coaching classes and clinics, and will provide literature and training to implement and administer a high quality coaching system in RSLFC.
7.6 AdministratorS (2) - (Girls & Boys)
The Club Administrator will ensure that the coaching staff and trainers are informed of any and all information that is deemed imperative to the function of RSLFC. He/She will also receive and respond to emails for prospective players and coaches, address any issues or distribute information to coaches and trainers that comes thru via online system, coordinate with Board Members about registration, website update, and other matters relating to the operation of the Club.
7.7 Director of Player Development
The Director of Player Development is responsible for coordinating the Vision Player Development Program for RSLFC held exclusively at the John Patrick Sports Complex. He/She will develop the Vision curriculum, will coordinate apparel, and outline program in conjunction with the President and Coaching Directors.
7.8 Appointed Positions: Non-Board Member
a. Publicity Coordinator - To promote and advance the mission of RSLFC and the game of soccer. To coordinate with the Board of Directors and the Fundraising Chair in obtaining publicity for functions through social media, newspaper, cable TV, radio and poster campaigns.
c. Webmaster –This role consists of keeping RSLFC content up to date with current events and procedures to ensure communication with the Ocean and Monmouth County community is clear and concise.
MEETINGS OF THE ASSOCIATION
The Secretary may provide by resolution for the time and place for holding of regular meetings of the association. The purpose of the regular meetings is for all the Board of Directors to inform the general members on items of interest relating to RSLFC. The Board of Directors will also provide regular reports, as necessary, to the general membership at the regular meetings. All regular meetings are open to the members and the general public. Executive sessions may be called by a two thirds (2/3) approval of the Board of Directors to discuss personnel or legal matters.
Special meetings of the Board of Directors may be called by the President or by any one of the Directors. Business transacted at all special meetings shall be confined to the purpose stated in the notice of the meeting.
Robert’s Rules of Order shall conduct all meetings of the Association and Board of
Directors. The order of business for all Association meetings shall be:
1. Roll call
2. Reading and approval of minutes of previous meeting minutes
3. Reading and approval of treasurer’s report
4. Old Business
5. New Business
6. Reports from other members of the Board of Directors
7. Committee reports
9.1The Executive Committee (4)
The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer, Director of Coaching (2), Administrators (2), Director of Vision Player Development, Director of Training and Field Coordinator.
9.2 The Fundraising Committee
The Fundraising Committee will be appointed by the President and include members of the Club who will seek funding for various programs provided by RSLFC.
On game day, if the fields are determined to be playable by the association, all teams must play regardless of weather conditions. Decisions not to play will be considered a forfeit for all age groups of U-10 and above. If teams decide not to play, coaches need to notify their Commissioner or the Referee Assignor the day before their scheduled game.
The contract term shall be for one playing year, however:
- The player and the team are bound to each other while the player remains in that age division of the Association. During this period the player cannot sign a contract with another team or club.
- Should a player “sit out” for one playing season, for any reason, the player and the team is no longer mutually bound.
- If a player should obtain a written release from the coach, the release will be filed with the Board of Directors and he/she and the coach are no longer bound.
Recruiting of a player contracted to another team or club shall be in violation of the rules of NJYS punishable by no less than a five game suspension for the head coach.
- A head coach may release a player by written request and the approval of the Board of Directors if the player has been guilty of insubordination, willful evasion of practice, and/or other such infractions.
- A player may obtain his release by mutual consent of him/herself and the team coach.
- A coach is not bound to release a player upon request, but is expected to exercise good practical judgment in each case.
- The release must be rendered in writing and each signature must be clear and legible.
11.4 Laws of the Game
The Association will follow FIFA, USYSA and NJYS, as appropriate in terms of the playing rules of the sport.
11.5 Coach Selection
- All coaches must be approved by the Director of Coaching.
- Any person willing to be a head coach may do so by contacting the DOC.
- All coaches must agree to “no alcohol consumption” policy immediately prior to or during a soccer function of any kind.
- The DOC will develop criteria for selecting coaches.
11.6 Basic Equipment and Uniform: General Principles
- The basic compulsory equipment of a player shall consist of a jersey, shorts, socks, shin guards, and appropriate footwear as permitted by the applicable competition rules book. All shirts should be tucked into shorts. A player shall not wear anything that is dangerous to themselves or another player, i.e. jewelry, hats, barettes, or any equipment that is illegal.
- Shin guards, which shall be covered entirely by the socks, shall be made of a suitable material (rubber, plastic, polyurethane or similar substance) and shall afford a reasonable degree of protection.
- The goalkeeper shall wear colors that distinguish him/her from the other players and from the referee. Except as otherwise specified under the Rules and Regulations of this Association herein, Rules of Play of the United States Soccer Federation and its National Associations of which, New Jersey Youth Soccer Association and this Association are members, will apply in all competitions.
PLAYERS, TEAMS, COACHES AND LEAGUE PLAY
All teams and players shall be registered with RSLFC and shall pay all fees prior to the beginning of league play.
All coaches and assistant coaches must submit to a criminal background check. Anyone refusing to submit to a background check will not coach any team.
All coaches and assistant coaches shall be approved or disapproved, with or without cause, on a soccer season basis, by a majority vote of the Board of Directors.
In the event that any person becomes a party to or is threatened to be made a party to any action, suit, or other proceeding (whether civil, criminal, administrative, or investigative) and such person seeks indemnification from RSLFC against expenses (including reasonable attorney fees), and in the case of actions other than those by or in the name of RSLFC, judgments, fines, and amounts paid in settlement, incurred by such person in connection with such action, suit, or proceeding by reason of the fact that such person is or was an officer, director, employee, or agent of RSLFC, then unless such indemnification is ordered by a court, RSLFC shall determine or cause to be determined (in the manner provided by New Jersey law) whether or not indemnification is proper under the circumstances to determine in good faith if the person claiming such indemnification has met the applicable standard of conduct under New Jersey law and to the extent that it is so determined that such indemnification is proper, the person claiming such indemnification shall be indemnified.
Expenses, including attorney fees, incurred in defending any action, suit, or proceeding referred to in Section 13.1 of this article may be paid by RSLFC as authorized by the affirmative vote of the Board.
The indemnification provided by Section 13.1 of this article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the law or any agreement, vote of directors or otherwise, both as to action in another capacity while holding such office, and shall continue as a person who has ceased to be a director, employee, or agent.
RULES OF PROCEDURE
The rules of parliamentary procedures governing a meeting of the Association, its Board, and Committees, shall be those of Robert’s Rules of Order as most recently revised.
DUES AND OTHER FINANCIAL OBLIGATIONS
15.1 ANNUAL DUES
1. Annual membership fees shall be established by the Board.
1. Dues shall be payable at the time of registration and at no time later than thirty (30) days after the date of registration.
2. With the failure of any member to pay the established membership fee, that member shall be considered delinquent and subject to removal by the Board.
3. The Club reserves the right to waive fees in a case of exception or financial hardship upon the discretion of the Board.
15.2 OTHER FINANCIAL OBLIGATIONS
Those members participating in programs other than the fall season will be assessed accordingly.
POLICIES AND STANDARDS
16.1 GENERAL POLICIES
A. The policies of this Club shall be in harmony with the policies of the RSLFC.
B. The representative colors of this Club shall be “black, yellow and white”.
- charitable, youth organization which would qualify under the provisions of Section 501C(3) of the Internal Revenue Code as selected by the Board.
D. Whenever possible, disciplinary action shall be at the discretion of the coaches. In matters of severe misconduct, the Board of Directors by a two-thirds (2/3) vote shall have the right and authority to suspend a Club Officer, or Club member and remove them from membership or participation of any kind in the Club or its sponsored activities for the season, with any individual given the right to explain the conduct that gave rise to the possible suspension.
E. A grievance is a protest to any action which is thought contrary to the stated philosophy and purpose of the Club. A member with a grievance is encouraged to take that grievance directly to the individual involved. Should that approach prove unsatisfactory, the grievance should be taken to a Board member.
F. The corporation is organized for the charitable purpose as provided in Section 501C(3) of the Internal Revenue Code, and accordingly shall adhere to the
1. Receive and maintain a fund and to use and apply the whole or any part of the income from these funds and the principle of these funds exclusively for charitable, religious, scientific, literary, or educational purposes either directly or by contributions to organizations that qualify as exempt organizations under Section 501C(3) of the Internal Revenue Code and its Regulations as they now exist or as they may be amended.
2. No part of the net earnings of the corporation shall inure to the benefit of any Director of the corporation, officer of the corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes), and no Director or officer of the corporation, or any private individual, shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation. No substantial part of the activities of the corporation shall be carrying on of propaganda, or other wise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.
4. The corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.
5. The corporation shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.
6. The corporation shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws. The corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.
8. Notwithstanding any other provisions of these Articles of Incorporation, the corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization from the taxation under Section 501C(3) of the Internal Revenue Code and its Regulations as they now exist or as they may be amended, or by an organization to which contributions are deductible under Section 170(c)(2) of the Internal Revenue Code and its Regulations as they now exist or as they may be amended.
Adopted this ______________ day of ________, 2013.