Click HERE for MS Word version of United Soccer League By-Laws.
Revised 2-24-2002
BY-LAWS
OF
UNITED SOCCER LEAGUE
_____________________________________
ARTICLE I
NAME
Section 1. The name of this Corporation shall be UNITED SOCCER LEAGUE (sometimes hereinafter referred to as U.S.L.). U.S.L. is a non profit corporation.
Section 2. The registered offices of the Corporation shall be at _________________________. The Corporation may have such other registered offices as may from time to time be designated by the Board of Directors.
Section 3. These By-Laws are created an
may be amended under the authority of the Michigan Non-Profit
Corporation (Act 162 of the Public Acts of 1982). These
By-Laws shall be interpreted and construed under the laws of
the State ofMichigan.
Section 4. The effective date of these By-Laws shall be _02-24-2002_ and these By-Laws shall supersede and replace any By-Laws previously adopted by U.S.L. in their entirety.
Section 5. U.S.L. is organized and operated exclusively for the purposes described in section 501 (c) (3) of the Internal Revenue Code.
ARTICLE II
A. PURPOSES
Section 1. U.S.L. is organized exclusively to promote sportsmanship in, and the development of, youth soccer players through competition both within and outside the State of Michigan . For this purpose, U.S.L. may among other things: (1) create or affiliate youth soccer teams to compete in leagues and/or tournaments (2) select persons as trainers and/or as coaches (3) arrange for the provision of facilities for training and/or competitive events(s) (4) arrange for the provision of uniforms and equipment (5) schedule competitive event(s); and (6) do all things necessary or desirable, whether direct or indirect, in furtherance of its purposes.
Section 2. U.S.L. shall operate exclusively to: foster sportsmanship through the Sterling-Shelby-Utica-Macomb-Clinton area, state, interstate, national outdoor soccer competition; to conduct or oversee its teams in competition and to develop athletes and teams for competition.
B. PROHIBITED ACTIVITIES
Section 1. No substantial part of the activates of the Organization shall be the promotion of political propaganda or campaigns or otherwise attempting to influence legislation other than related to the purpose of organization. Notwithstanding any other provision of these By-Laws, the Organization shall not carry on any activities not permitted to be carried on by an organization exempt from Federal Income Tax under Section 501 (j) of the Internal Revenue Code of 1986, as amended, as a qualified amateur sports organization (or the corresponding provisions of any future United States Internal Revenue Law).
Section 2. The Organization and its meetings shall not be used as a means or a place to sell products and/or services or solicit business of any type not specifically sanctioned by the Board of Directors.
Section 3. No part of the earnings of the Organization shall inure for the benefit of, or be distributable to, its directors, officers, or other private person, except that the Organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes.
ARTICLE III
MEMBERSHIP
Section 1. MEMBERS The Members of U.S.L. shall include all persons serving on its Board of Directors, a team representative and a team manager from each team created by the Board of Directors, together with all coaches and all players registered with such teams (the "MEMBERS"). All team managers shall be appointed by the coach of each respective team. All team representatives shall be elected by the majority of the parents or guardians of the players on such team and present at a meeting called for such purpose.
Section 2. VOTING MEMBERS The voting members of U.S.L. shall be the members of the Board of Directors, together with a travel team representative, a single team manager, and a single team coach from each travel team and a single rostered house coach created by the Board of Directors (the "VOTING MEMBERS"). Players shall not be entitled to vote under any circumstances or for any purpose and shall not be eligible to hold any office or other position within U.S.L.
Section 3. TERM OF MEMBERSHIP The term of membership of all MEMBERS and VOTING MEMBERS shall be for the period commencing on March 1 of each year ending on February 28/29 of the following year, unless modified by the Board of Directors to correspond with the seasonal year of a league or organization with which a team or U.S.L. is directly or indirectly affiliated.
Section 4. VOTING Provided each VOTING MEMBER is then in good standing, he/she shall be entitled to one vote on all matters for which the Board of Directors have requested or are required to conduct a vote. In casting a vote, the VOTING MEMBER must be present at the meeting(s) called for such purposed and cumulative voting, absentee voting or voting by proxy shall not be permitted.
Section 5. TERMINATION OF MEMBERSHIP The membership of any MEMBER or VOTING MEMBER is a privilege and not a vested right of contract or otherwise and may be terminated with or without cause by a simple majority vote by the Board of Directors. Provided, however, a Board of Director of may not be terminated without the affirmative vote of two thirds (2/3) of the Board of Directors.
Section 6. COMPLIANCE WITH BY-LAWS AND RULES AND REGULATIONS Each MEMBER shall comply with the By-Laws and the Rules and Regulations, together with any amendments thereto, adopted and approved by the Board of Directors from time to time. In the event a MEMBER (including a player’s parents or guardians) shall fail to so comply, such MEMBER shall be subject to discipline, including suspension or termination of his/her membership.
ARTICLE IV
BOARD OF DIRECTORS
The governing body of United Soccer League shall be a Board of Directors.
Section 1. MEMBERS OF THE BOARD OF DIRECTORS The members of the Board of Directors shall initially consist of those people already serving in such capacity, if any, at the effective date of these By-Laws (the "INITIAL DIRECTORS"). Thereafter, the Board of Directors shall consist of an odd number of directors of not less that five (5) not more than nine (9), each of whom shall have one (1) vote on any matter before the Board.
Section 2. Duties. The Board of Directors shall determine organization policies consistent with the Organization’s goals and objective. The Board of Directors shall approve annual and special budgets and supervise the disbursements of funds, determine the number and kind of committees necessary to provide for administration of the Organization and for carrying out its approved programs; supervise the work of the Organization; create or discontinue special committees as required; receive reports and recommendations from standing and/or special committees.
Section 3 Terms. Except for the INITIAL DIRECTORS, if any, serving out the balance of their existing terms of office created prior to the effective date of these By-Laws, the term of office for directors: President, Secretary, House Administrator, and Referee Administrator shall serve a (2) consecutive seasonal year term voted on even years. Vice-President, Treasurer, Travel Administrator and MSYSA Delegate shall serve a (2) consecutive seasonal year term voted on odd years. Director of Coaching shall serve a term of (3) years to be voted on beginning in 2004.
A single slate of nominations for election to the Board of Directors shall be prepared by the Nominating Committee, which be sent to the VOTING MEMBERS seven (7) days prior to the scheduled election. To be eligible for a Board of Directors position, excluding the House Administrator, a member must be a member for (2) consecutive seasonal years. Elected candidates shall take office following their election for a specified term beginning March 1 of the year in which they were elected. Voting by the VOTING MEMBERS shall be by secret ballot. A plurality of votes shall elect. Absentee voting or voting by proxy shall not be permitted.
Section 4. Vacancies. Vacancies occurring in any office of the Board shall be filled by majority vote of the remaining Board to serve their remainder of the term so filled.
Section 5. Regular Meetings. Regular meetings shall be held at such times and places to be designated by the Board. Written notification of at least seven (7) days in advance must be given. Special meetings may be called by the President. The President shall call special meetings upon the written request of three or more members of the Board of Directors.
Section 6. Quorum. Five (5) members of the Board of Directors present at any properly called meeting (written notification of seven (7) days in advance) shall constitute a quorum. All issues before the Board may be decided by a simple majority of the Board members present and voting.
Section 7. Removal. If a Board member is absent without good cause for three (3) consecutive regular meetings of the Board, and/or is not otherwise actively participating in Board work, the Board of Directors, after notice to such director with opportunity to reply, may declare the position vacant and proceed to fill such vacancy upon the affirmative vote of two-thirds of the Directors present at a meeting for such purpose.
ARTICLE V
A. BOARD OF DIRECTORS
Section 1. Board of Directors. The Board of Directors shall consist of a President, Vice-President, Secretary, Treasurer, Director of Coaching, House Administrator, Travel Administrator, Referee Administrator, and MSYSA Delegate. The Directors plus committee chairs (established under Article VI) shall together function as the Executive Committee of the Organization chaired by the President.
B. DUTIES
Section 1. President. The President shall be the Chairman of the Board of Directors and shall preside over all meetings. The President shall have general and active management responsibilities of the business of the Organization and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall have the general powers and duties of supervision and management usually vested in the office of the president of a corporation.
Section 2. Vice-President. The Vice-President shall assist the President in the exercise of all duties of that office and shall serve as Vice-Chairman of the Board of Directors and as Acting President in the absence or incapacity of the President. The Vice President shall oversee all disciplinary actions and proceedings and shall assure that the disciplinary policies of U.S.L. are enforced. The Vice-President shall serve as the Chairman of the Committee of Special events (banquet, picnic team pictures) Vice-President shall be responsible for overseeing the maintenance (lining etc.) of fields.
Section 3. Secretary. The Secretary shall give notices of and attend all official meetings of the VOTING MEMBERSHIP and the Board of Directors and shall prepare true, complete minutes of the proceedings of all such official meetings in a timely manner and prepare correspondence required by the Board of Directors. The Secretary shall be custodian of all official records of the Organization, maintain a current roster of all members of the Organization, maintain referee’s reports, maintain club statistics, and perform the duties usually vested in the Secretary of a corporation. The Secretary shall be in charge of registering all travel teams with the appropriate leagues.
Section 4. Treasurer. The Treasurer shall be responsible for receiving, accounting for, and disbursing all funds of the Organization; keeping the financial records of the Organization, and providing an annual financial statement to the Board of Directors and periodically a summary statement on a quarterly basis. The Treasurer shall promptly file, when due, Michigan Annual Reports, and such other documents as may be required by any governmental agency. The Treasurer will assist the Board of Directors in reviewing a proposed annual budget to be completed by January 31st. The Board of Directors may in their sole and absolute discretion require that the financial records of the Corporation be reviewed or audited by independent accountants. The fiscal year shall be from July 1st to June 30th. The Treasurer shall set up a checking account for which at least two (2) signatures will be required on any check issued. The Treasurer may be bonded.
Section 5. Director of Coaching. The Director of Coaching shall be responsible for hiring/firing of all travel coaches and house coaches. He/She shall be responsible for holding coaching clinics for the house and travel programs and overseeing that the travel coaches are properly licensed. The Director of Coaching shall be responsible for supervising and monitoring the coaching staff and their daily operations and maintaining performance standards for them. The Director of Coaching shall have the authority to discipline coaches and players, determine tournament policies, selection and approval of tournaments, approval of league and such other duties as the Board may determine from time to time.
Section 6. House Administrator. The House Administrator will be responsible for the House program. The House Administrator shall be responsible for coordinating the formation of teams, appointing house coaches with the Director of Coaching's approval, trophies and awards, be responsible for appointing and overseeing the house scheduler, appoint and direct the house registrar, shall keep records of all house game scores and such other duties as the Board may determine from time to time.
Section 7. Travel Administrator. The travel administrator will be responsible for administering the travel program. The Travel Administrator shall be responsible for registering all travel teams, coordinating try outs, and overseeing the coordination of travel teams. The Travel Administrator is responsible for registering travel teams for MSYSA (Michigan State Youth Soccer Association) State Cup Tournament. Travel Administrator will be responsible for scheduling of games and maintaining master game schedule.
Section 8. MSYSA/League Delegate. The MSYSA/League Delegate shall attend MSYSA meetings. The Delegate shall attend affiliated League meetings (MYSL, Michigan State Premier League and any other leagues USL may be affiliated with) and report back to the Board of Directors.
Section 9. Referee Administrator. The Referee Administrator shall be responsible for scheduling referees for all house and travel games. The Referee Administrator shall be responsible for registering House/Travel referees, establishing training and licensing of House/Travel referees and maintaining a master game schedule of assigned referees.
ARTICLE VI
COMMITTEES
Section 1. Establishment. The Board may establish, in its sole discretion, such committees as it shall deem necessary and appropriate to assist the Board in discharging it duties. The Board may also appoint a director or chairman of each such committee and enable such committee director or chairman with such power and authority as the Board may deem reasonable and necessary.
Section 2. Nominating Committee. The Nominating Committee, consisting of three (3) persons, shall be from the membership of the Board of Directors chosen by the Board of Directors. It shall be the duty of the Nominating Committee to develop and keep a list of potential candidates for membership on the Board of Directors and for USL. The Nominating Committee shall prepare and submit within fourteen (14) days prior to any election a slate of members for the Board of Directors positions or as vacancies shall occur.
Section 3. Finance Committee. The chair of the Finance Committee shall be the Treasurer, who shall appoint any practicable number of committee members, in addition to the chair. The committee, within policies set by the Board, shall be responsible for corporate financial planning and the monitoring of the monetary affairs of USL. The committee shall govern and control the handling and accounting of monies and /or credit involving every segment of the Corporation. This committee will also be responsible for fundraising and/or donation on behalf of USL.
Section 4. Head Team Managers. The Head Team Managers shall be an appointed position, appointed by the Director of Coaching. He/She shall be responsible for coordinating travel managers. The Head Manager shall serve as the liaison between players, their parents and the Board. The Head Manager shall be responsible for coordinating registration materials, travel forms, State Cup Applications, scheduling dates with USL and any affiliated leagues together with such other responsibilities as the Board may deem necessary. He/She shall work closely with the Secretary to ensure all travel teams have completed the necessary paperwork.
Section 5. Field Coordinator. Field Coordinator shall be responsible for negotiating land acquisition and the application fro grant money for the purchase of land. Field Coordinator shall be responsible for development of the club property and other such duties as the board may deem necessary.
ARTICLE VII
CONDUCT OF BUSINESS
Section 1. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 2. Negotiable Instruments. All checks, drafts, or other orders of the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. The determination by resolution shall be incorporated into the organization’s general operating manual.
Section 3. Banking. All funds of the Corporation not otherwise actively employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 4. Contracts. The Board of Directors may authorize any officer or offices, agent or agents, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the Corporation, and such authority may be general or confined to specific instances.
ARTICLE VIII
ANNUAL MEETING
The Annual Directors Meeting for USL shall be held in February of each SEASONAL YEAR at a date, time and place designated by the Board of Directors. Written notice and/or posting on the USL web site of the same shall be given by the Secretary to the Board of Directors and members not less than seven (7) nor more than sixty (60) days before the date of the meeting. Said notice shall contain an agenda as approved by the Board of Directors at the regular meeting prior to the annual board meeting.
ARTICLE IX
VOTING MEMBERSHIP MEETINGS
Section 1. Notice. The Annual Membership Meeting and the election of the members of the Board of Directors shall take place in the month of February during each SEASONAL YEAR at a date, time and place designated by the Board. Written notice and/or posting on the USL web site of such meeting shall be given to each VOTING MEMBER at least seven (7) days prior thereto along with the slate of nominees.
Section 2. Purpose. The primary purpose of the Annual Membership Meeting shall be to elect the members of the Board of Directors and to act on any other matter properly before the VOTING MEMBERS as determined by the Board of Directors.
Section 3. Quorum. Ten (10%) percent of the VOTING MEMBERS present at a Membership Meeting shall constitute a quorum. Matters properly before the VOTING MEMBERS shall be duly adopted, and the election of directors shall be determined, by a simple majority of the VOTING MEMBERS constituting such quorum. Voting for the election of Directors shall be by secret ballot. Absentee voting, voting by proxy, or cumulative voting shall not be permitted.
Section 4. Special Meetings. Special meetings of the VOTING MEMBERS may be called by the President and/or three (3) or more Board Members at any time during a SEASONAL YEAR for any purpose, provided not less than (7) days nor more than sixty (60) days prior written notice has been given to the VOTING MEMBERSHIP. Any action taken at a special meeting shall be determined by a simple majority of VOTING MEMBERS present at such meeting.
ARTICLE X
STAFF
Professional, clerical and maintenance staff may be employed according to the policies established by the Board of Directors.
ARTICLE XI
AFFIRMATIVE ACTION POLICIES
There shall be no discrimination on the basis of race, ethnic origin, age, religion, sex or handicap in the membership of the Board of Directors, Committees, or staff.
ARTICLE XII
RULES OF ORDER
Section 1. Order of Business. The order of business for Board meetings shall be: (1) Roll Call, (2) Minutes of Previous Meetings, (3) Treasurer’s Report, (4) Communications, (5) Unfinished Business, (6) Reports of Committees, (7) Special Reports, (9) New Business, (10) Adjournment.
Section 2. Robert’s Rules of Order. Robert’s Rules of Order, Newly revised, shall be the parliamentary authority for all matters of procedure, not specifically covered in the By-laws.
ARTICLE XIII
DISPOSITION OF ASSETS UPON DISSOLUTION
Upon the dissolution of the Corporation, the Board of Directors after paying, or making provision for the payment of, all the liabilities of the Corporation, shall dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner or to such organization or organizations created and operated exclusively for charitable or educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501 ( c ) (3) of the Internal Revenue Code of 1986, as amended. (Or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be distributed by the Circuit Court for the County of Macomb , exclusively for the purposes or to such organization or organizations as said Court shall determine which are organized and operated exclusively for such purposes. Venue is hereby deemed to lie in said Circuit Court.
ARTICLE XIV
AMENDMENTS
These By-Laws may be amended or repealed in whole or in part by a majority vote of the Board of Directors present at a meeting, provided that the proposed amendments have been mailed to each member of the Board at least two (2) weeks in advance of the meeting at which action is to be taken. Further, no amendment shall become effective unless the proposed amendment has been mailed to the VOTING MEMBERS and two thirds (2/3) of the VOTING MEMBERS shall fail to object within thirty (30) days from the date of mailing.
ARTICLE XV
RULES AND REGULATIONS
The Board of Directors may from time to time adopt rules and regulations to further promote the implementation of its policies, and the operation(s) of USL and these By-Laws. The adoption of any rule or regulation shall not be deemed to constitute an amendment to the By-Laws, unless it is in direct conflict with provision of such By-Laws.
