Sec.1. Name. The name of this Corporation is Falmouth Youth Soccer Association
Sec. 2. Location. The principal office of the Corporation shall be located in the Town of Falmouth, Cumberland County, Maine.
Sec. 3. Seal. The Corporation may adopt a circular seal containing the name of the Corporation, the year of its creation and the word “Falmouth.” A corporation seal may be adopted at any time by act of the Board of Directors in accordance with these by-laws.
Article II
Purpose
Sec. 1. Purpose. The purposes of the Corporation shall be to provide amateur competition for boys and girls residing in Falmouth, Maine as well as to promote good sportsmanship and an appreciation and understanding of the game of soccer. The organization is organized exclusively for purposes described in Section 17 and 501 (c)
(3) Of the Internal Revenue Code and shall have no purpose and exercise no power which would disqualify the organization from tax exempt charitable status under Section 170 and 501 (c) (3) of the Internal Revenue Tax Code and shall not carry on any activity which is prohibited by Section 170 or 501 (c) (3) of the Internal Revenue Code.
Sec. 2. Powers. To effect the foregoing purposes of the Corporation, the Corporation shall have such powers as are conferred upon nonprofit corporations by the Maine Nonprofit Corporations Act, provided that:
a. No part of the net earnings of the Corporation shall inure to the benefit of any member, director or officer of the Corporation or any private individual and no member, director, 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.
b. No substantial part of the activities of the Corporation shall be carrying propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publication and distribution of statements) any political campaign on behalf of any candidate for public office; and
c. The Corporation shall not conduct or carry on any activities not permitted by an organization exempt under Section 501 (c) (3) of the Internal Revenue Code of 1986 and regulations there under as they now exist or as they may hereafter be amended.
Article III
Sec. 1. No Membership. The Corporation shall have no members.
Article IV
Directors
Sec. 1. Governance. The affairs of the Corporation shall be governed by the Board of Directors.
Sec. 2. Number Eligibility. The Board of Directors shall consist of no less than three and no more than eighteen directors. The number of directors may be fixed within these limits by resolution of the Board of Directors. Any adult person who supports the purposes of the Corporation, and who is willing to undertake the duties of a Director and to abide by the bylaws of the Corporation is eligible to become a Director. The Directors shall consist of the officers set for in Article V and such other members as are elected.
Sec. 3. Term Classes. The Board of Director shall be divided into three classes as nearly equal in number as may be, with the term of office of one class expiring each year, and at the Annual Meeting of Directors in 1995. Directors of the first class shall be elected to hold office for a term expiring at the next succeeding annual meeting: Directors of the second class shall be elected to hold office for a term expiring at the second succeeding annual meeting; and Directors of the third class shall be elected for a term expiring at the third annual meeting. At each Annual Meeting of Directors after 1995, the successors to the class of Directors whose terms shall be elected to hold office for a term expiring at the third succeeding annual meeting. At the end of each term, any director wishing to serve another term must notify the nominating committee for consideration.
Sec. 4. Manner of Acting. Except as specified by law or these bylaws, the Board of Directors shall act by majority vote of the directors present in person or by proxy at any duty called and held meeting of the Board of Directors at which a quorum is present. Each director shall have one vote.
Sec. 5. Quorum. The presence, in person or by proxy, of a majority of the directors of the Corporation then in office shall constitute a quorum for the transaction of business.
Sec. 6. Annual Meeting. The Board of Directors shall conduct a meeting annually for the purpose of electing Directors and Officers. Notice of such meeting shall be given by mail or email two months prior to the meeting to parents and legal guardians of all boys and girls who are currently registered to participate in soccer programs sponsored by the Falmouth Youth Soccer Association. This notice shall include the invitation to submit nominations for directors as well as the date, place and time of the annual meeting. Public notice of the proposed slate of directors shall be given not less than two weeks prior to the meeting. Each such parent, guardian and board member shall be entitled to vote for the Directors by paper ballot distributed at the meeting to all registered and verified attendees. Simple majority shall elect the new slate. The Directors in office at the time of the annual meeting shall nominate a slate of directors for election. In addition, the participants at the annual meeting may make nominations for directors, only after the Directors proposed slate has failed. These nominations will be reviewed by the nominating committee and a new proposed slate will be voted on at a special annual meeting to be held within 30 days of the regular annual meeting. If an empty Directors position occurs before the next Annual Meeting, the nominating committee may propose a special election. If the Board of Directors approves such an election, notice of such election shall be given by mail or email not less than two weeks prior to the special election to parents and legal guardians of all children registered to participate in soccer programs sponsored by the Falmouth Youth Soccer Association.
Sec.7. Special Meetings. Special meetings may be called by the President or by any two directors and held not less than three nor more than thirty days after notice of such meeting is given, either personally, telephonically, electronically, or by mail to all the directors then in office. Notice by mail shall be deemed to be given two days after deposited, postage prepaid, with the US Postal Service and addressed to the director at his or her most recent address according to the records of the Corporation. These meetings may be directors only (Executive Session), or open to the public, at the discretion of the directors. In addition, the Board of Directors may, by resolution, provided for a regular meeting schedule with no notice other than such resolution.
Sec. 8. Action by Unanimous Consent. Any action which may be taken at a meeting of the Directors may be taken without a meeting if all of the Directors sign written consents setting forth the action taken or to be taken, at any time before or after the intended effective date of such action. Such consents shall be filed with the minutes of Directors’ meeting and shall have the same effect as a unanimous vote.
Sec. 9. Informal Action by Directors. Action of the Directors may be taken in accordance with the provisions of Section 708 of the Maine Nonprofit Corporation Act, Title 13-B M.R.S.A. Not in limitation of the foregoing, action taken by agreement of a majority of Directors shall be deemed action of the Board of Directors if all Directors know of the action taken and no Director makes prompt objection to such action. Objection by a Director shall be effective if written objection to any specific action so taken is filed with the Secretary.
Sec. 10. Telephonic or Similar Communication. Any Director may participate in a meeting by means of a conference telephone or similar communication equipment by means of which all persons participating in the meeting shall constitute presence in person at such meeting.
Sec. 11. Removal. Any director may be removed for any reason by a two-thirds majority vote of the directors then in office.
Article V
Officers
Sec. 1. Officers. The officers of the Corporation shall be a President, Treasurer, Secretary, and one or more Vice-Presidents.
Sec. 2. Election. The officers present shall be elected at the annual meeting of the directors.
Sec. 3. President. The President shall have general oversight of all of the business and affairs of the Corporation. The President shall preside at all meetings of the Board of Directors. The President shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors.
Sec. 4. Vice-Presidents. The duties and powers of any Vice-President shall be such as from time to time may be assigned to the Board of Directors. In the absence of the President or in the event of his death or inability or refusal to perform the duties of his office, the Vice-President, or if there by more than one Vice-President, the Board of Directors by majority vote shall select a Vice-President to fulfill the unexpired term of the President and the Vice-President so selected shall be vested with all the powers and perform all the duties of the President.
Sec. 5. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation, receive and give receipts for all moneys due and payable to the Corporation from any source whatsoever; deposit all of such moneys in the name of the Corporation in such banks or other depositories as shall be designated by the Board of Directors by resolution from time to time; sign checks of the Corporation; keep regular books of account and submit them together with all his/her vouchers, receipts and other records to the Board of Directors for their examination and approval as often as they may require, give bond in such sum and with such surety or sureties as the Board of Directors shall determine; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned.
Sec. 6. Secretary. The Secretary shall keep the minutes of the meeting of the Board of Directors in one or more books provided for that purpose and post these minutes on the website after approved by the Board, excluding executive session meeting minutes; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records; and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized; keep a register of the post office address and telephone number of each director; and in general perform all duties incident to the office of the Secretary and such duties as from time to time may be assigned.
Sec. 7. Removal. Any officer may be removed for any reason by a two-thirds majority vote of the Directors then in office.
Article VI
Officers Non-Voting
Sec. 1. Officers non-voting. The Board of Directors shall appoint one or more officers who shall serve at the pleasure of the Board and who may be ex officio, but non-voting members of the Board of Directors to include as follows:
a. Director of Coaching
b. Registrar
c. Secretary
Article VII
Committees
Sec. 1. Committees. The Board of Directors may establish such committees as it deems appropriate to assist in the management of the Corporation.
Sec. 2. Composition. Committees shall consist of at least two people, one of whom shall be Chairperson. Committee members need not be Directors. Each Director, excluding officers shall serve on at least one committee.
Article VIII
Amendment of Bylaws
Sec. 1. Amendment of Bylaws. These bylaws may be amended at any annual meeting by a two-thirds majority vote of those persons in attendance at the meeting who are eligible to note for Directors and Officers.
Article IX
Sexual Harassment
Sec. 1. Sexual Harassment.
FYSA recognizes the dignity of the individual and the right of youth to play and employees to work in environments free of intimidation and harassment. Such intimidation or harassment based on sex, race, color, religion, national origin, age, physical or mental disability is not only a violation of FYSA policy but could violate employment and child protective laws. Because sexual harassment and sexually inappropriate behavior seriously undermine the integrity and safety of childhood and the workplace, both are unacceptable and will not be tolerated. In addition, both are considered grounds for disciplinary action including suspension and, in the case of FYSA members, discharge.
Definition
Sexual harassment is defined as unwelcome sexual conduct from an adult to a youth within the context of youth soccer.
Complaint Process – Individuals who believe that they are the victim of sexual harassment or subject to sexually inappropriate behavior may file an internal complaint by contacting the FYSA president, coach, director of coaching or any member of the board of directors.
Article X
Smoke Free Policy
Sec. 1. Smoke Free Policy.
FYSA recognizes coaches and other adults as role models for our players and as such bans use of all tobacco during games, practices, or other club related or team sponsored activity.
No tobacco or look-alike candy may be sold at any FYSA game, tournament, or team sponsored activity.
No coach or board member shall wear any shirts, hats, or other gear that displays tobacco logos at games, practices, or other club or team sponsored activity.
Article XI
Dissolution.
Upon the dissolution of the Corporation or the winding up of its affairs, the assets of the Corporation shall be distributed exclusively to charitable, religious, scientific, literary, or educational organizations which would then qualify under the provisions of Sections 170 and 501 (c) (3) of the Internal Revenue Code of 1986 and regulations there under as they now exist of they may hereafter be amended.
