BSA COMPETITIVE SOCCER CLUB Version

BSA COMPETITIVE SOCCER CLUB Version 2.1.17 Code of Regulations and Bylaws ARTICLE I- OFFICE AND STRUCTURE SECTION 1- NAME: The name of this organization is the BSA COMPETITIVE SOCCER CLUB (BCSC) and is also sometimes referred to herein as the Club. SECTION 2 - OFFICE: The principal office of the BCSC shall be in Greene County, Ohio. The BCSC shall be a division of The Beavercreek Soccer Association (BSA). SECTION 3 - PURPOSE: The BCSC is committed to developing excellence in individual and team performance through a consistent and comprehensive approach to player and team development by providing our participants with opportunities and life skills to reach their maximum potential through the sport of soccer. Our club seeks to offer a challenging, competitive, and educational program that emphasizes the importance of community, honesty and integrity through sport. Boys and Girls teams in all age groups shall be formed as result of an open tryout process. SECTION 4 - GOVERNMENT: The BCSC shall be governed by the Club Membership (described in Article III) and the BCSC Board of Directors (described in Article IV) wherever applicable under these Code of Regulations and Bylaws. The BCSC is an entity within the BSA. The BSA Corporate Executive Board shall furnish guidance and support to the BCSC. SECTION 5 - AFFILIATION: BCSC teams shall play in leagues and tournaments sanctioned by the United States Soccer Federation and its affiliates. Teams shall be subject to the rules and regulations of the respective league in which each team participates. ARTICLE II- MEETINGS SECTION 1- PLACE OF MEETINGS: Cl u b meeti ngs, as well as meetings of the BCSC Board of Directors, shall be held in a location convenient for the attending parties provided a dvance notification is properly provided. SECTION 2 - ANNUAL CLUB MEMBERSHIP MEETING: The Annual Club Membership Meeting (ACM), shall be held in August or September of each year. The time, date and location will be announced by the BCSC Board of Directors at least 14 days in advance, typically by e-mail or website notice. The BCSC Age Group Representatives shall be elected and appointed at the ACM. All voting members (defined in Article III) may attend and vote at these meetings. SECTION 3 - SPECIAL MEMBERSHIP MEETINGS: The Chair of the BCSC Board of Directors, or majority of the voting Board members, may convene special membership meetings of the membership as described in Article III. The membership shall be notified of special meetings at least 14 calendar days in advance of the meeting and must include the agenda of said meeting. Only those matters stated in the agenda shall be considered at such meeting. Notification shall be provided by e-mail or other communication form reasonably designed to provide members notice. SECTION 4 BCSC BOARD MEETINGS: The BCSC Board shall meet monthly whenever feasible. The Chair will provide notice of monthly meetings at least 7 days in advance. 1

SECTION 5 - BCSC SPECIAL MEETINGS: Special Board Meetings may be called by any BCSC Board member with two-thirds agreement of the Board of Directors. SECTION 6 MEETING CONDUCT: All membership meetings and BCSC Board of Directors meetings shall be conducted pursuant to Roberts s Rules of Orders. SECTION 7 - MEETING RULES: A. ACM Meetings - At any properly noticed and scheduled ACM, the representatives attending shall be considered a sufficient quorum to conduct official Club business. Voting credentials shall be verified at each meeting by the BCSC Secretary. No official actions or votes may be taken at any meeting until the voting members present have been identified to the satisfaction of the BCSC Secretary. Voting by proxy is not permitted. If the BCSC Secretary is unable to attend the meeting, the Chair will appoint a pro-tempore Secretary for that meeting. B. BCSC Board Meetings - For BCSC Board of Directors meetings, there must be at least (6) Board members in attendance to conduct official club business. At any meeting of the Board of Directors at which a quorum is present, all questions coming before the BCSC Board for decision shall be decided by a majority vote of the voting board members present. All members of the Board of Directors may vote except those positions designated as non-voting positions (see Article III), with the following exceptions: 1) A member holding a paid position shall be ineligible to vote on any issue concerning and related to areas of their benefits or compensation or employment status. 2) Any member missing 3 or more consecutive meetings shall be ineligible to vote at the meeting following the absences. SECTION 8 - USE OF AUTHORIZED COMMUNICATION EQUIPMENT: Participation by a member in a meeting through the use of authorized communication equipment constitutes presence in person of that member at the meeting. Voting may be conducted by the use of authorized communications equipment. Any matter being presented for vote electronically shall require unanimous agreement of the Board of Directors. ARTICLE III - CLUB MEMBERSHIP SECTION 1- CLASSES: There are three classes of membership: A. General Membership - Parents or guardians of currently registered players who have paid their BCSC fees, or whose player accounts are deemed in good-standing for the current USSF soccer season shall have one vote per player for purposes of the ACM elections or any membership meetings. B. Non-Parent Voting Membership - Each non-parent person elected or appointed to the BCSC Board, Director of Coaching, or rostered coach or assistant coach, shall be a voting member for purposes of the ACM elections or any membership meeting. C. Non-Voting Membership - each person selected for participation or other positions appointed by the BCSC Board not described above. SECTION 2 - FEES: The BCSC Board of Directors shall establish players fees for each soccer year during the Spring of the previous soccer year in the form of Club fees. Members must pay full fees for each player selected to a team to be considered a member in good standing. Fees are non-refundable. 2

SECTION 3 - TERMINATION: Membership may be terminated as follows: A. Member-The parent or guardian of a member may terminate membership in writing to the BCSC Board of Directors. B. Board-The BCSC Board of Directors may terminate the membership of a member as defined in Article III, Section 1A, for any reason it deems in the best interest of the Club, its members, or in the best interest of the member being terminated. C. Procedure-The BCSC Board of Directors shall schedule a Special Board meeting and provide the member subject to the termination reasonable notice of the time, place, and grounds for the termination of membership, and shall provide all parties concerned a reasonable opportunity to be heard before any action is taken. All input initiating action must be in writing. ARTICLE IV - BOARD OF DIRECTORS, OFFICERS AND ELECTIONS SECTION 1 - BOARD OF DIRECTORS: The following paragraphs define the elected and appointed members that form the BCSC Board of Directors. The Board of Directors shall oversee the business and property of the BCSC and shall establish overall policy of the BCSC. Club policy shall be approved by majority vote of the BCSC. The Board shall be comprised of: Age Group Representatives (3), General Directors (3) Managing Directors (3), and the BSA Corporate Executive Representative. A. Age Group Representatives (3) - Age Group Representatives shall be elected by the membership within each respective age group. Only parents or guardians of a player within each age group will be qualified to serve as that group s Representative. The Age Group Representatives will work with the BCSC Board to fulfill whatever duties are assigned by the BCSC Board and may be elected from within the board to serve as an Officer. The 3 Age Group Representatives are voting members of the BCSC Board. B. General Directors (3) General Directors shall be elected by a majority vote of the BCSC Board of Directors. The Directors will work with the BCSC Board to fulfill whatever duties are assigned by the BCSC Board and may be elected from within the board to serve as an Officer. The General Directors are voting members of the BCSC Board. C. Managing Directors (3) A Director of Operations, Director of Finance and Director of Tournaments and Events, will be appointed to manage the day to day operations of the organization, subject to the guidance of the Board of Directors and in accordance with the descriptions below. The Managing Directors are voting members of the BCSC Board. 1) Director of Operations - The Director of Operations (DOO) is selected and appointed by the BCSC Board. The position can be either a volunteer or paid position within the Club. The DOO shall have and exercise direct charge of and general supervision over the business and affairs of the Club under the supervision of and reporting to the BCSC Board. A contract and job description will be maintained for this position outlining the duties and responsibilities of the DOO. The Director of Operations shall be authorized to sign all contracts, club documents, official actions and payment authorizations in the normal course of Club business in accordance with the policies of the Club. The Director of Operations is also an authorized signer of Club payments. Funds shall only be withdrawn from the depository and expenditures made within the limits of an approved budget or by direction of the Board of Directors. 3

2) Director of Finance - The Director of Finance (DOF) is selected and appointed by the BCSC Board. The position can be either a volunteer or paid position within the Club. A contract and job description will be maintained for this position outlining the duties and responsibilities of the DOF. The DOF shall manage club finances in accordance with the guidance of the BCSC Board of Directors and the BSA Executive Board. The DOF shall be an authorized signer of club payments. Funds shall only be withdrawn from the depository and expenditures made within the limits of an approved budget or by direction of the Board of Directors. The DOF in conjunction with other board members, shall prepare and present a budget annually for discussion and approval by the BCSC Board. The Director of Finance shall render to the Board of Directors, whenever requested, an account of the financial condition of the club, and in general shall perform all the duties incident to the office of a Treasurer of an association, and such other duties as may be assigned to him/her by the Board of Directors. 3) Director of Tournaments and Events The Director of Tournaments (DOT) is selected and appointed by the BCSC Board. The position can be either a volunteer or paid position within the Club. A contract and job description will be maintained for this position outlining the duties and responsibilities of the DOT. The DOT monitors and leads tournament and fundraising activities and performs such other duties as may be assigned to him/her by the Board of Directors. D. BSA Corporate Executive Representative - The BSA Corporate Executive Rep shall be appointed by the BSA Executive Board prior to the beginning of each soccer year. The BSA Corp Executive Rep shall be a direct liaison between the BCSC and the BSA Corporate Board and provide the status of the overall BSA and any other subject the Rep deems important and appropriate. The BSA Corp Executive Rep also serves as the link between the BCSC and other Boards within the BSA such as the Recreational Board. This individual shall normally be the Executive Director of the BSA. The BSA Corporate Executive Representative is a non-voting member of the BCSC Executive Board, except in the occurrence of a tie vote relating to an appointment to the board, in which case the BSA Representative will cast the deciding vote. SECTION 2 OFFICERS: The BCSC Board of Directors shall elect from within the pool of Age Group Representatives and General Directors the following Officers: A. Chair - The Chair provides leadership to the Board of Directors and helps guide and mediate Board actions with respect to organizational priorities and governance concerns. The Chair develops meeting agendas for BCSC Board meetings, ACM meetings and special meetings in consultation with other board members, and presides over those meetings. The Chair shall be authorized to sign contracts, club documents and official actions only as required by the written procedures of the club or under the direction of the Board. The Chair is selected by majority vote of the voting members of the BCSC Board. B. Vice Chair - The Vice Chair shall be the point of contact for any subcommittees formed by the BCSC Board. The Vice Chair shall also assume the role of the Chair in the Chair s absence at meetings. The Vice Chair is selected by majority vote of the voting members of the BCSC Board. C. Secretary - The Secretary shall record the minutes of all ACM's, Special Meetings and BCSC Board Meetings. The Secretary shall be responsible for advising the Board of the requirements of the BCSC bylaws. The Secretary shall act as the registrar for all meetings and as the administrator in charge of conducting the ACM elections. The Secretary shall provide minutes of all meetings where minutes are recorded and make these minutes available to all members. The Secretary is selected by majority vote of the voting members of the BCSC Board. 4

SECTION 3 ELECTIONS AND APPOINTMENTS A. Age Group Representatives - Age group representatives shall be elected at the ACM by a majority vote of the membership within their respective age group. Age Groups shall be defined as U9-U12, U13-U15 and U16-U19. Elections shall be by verbal or written ballot. Nominees receiving a plurality of votes shall be declared elected. B. General Directors At the Board meeting following the ACM, open General Director positions shall be elected by majority vote of the continuing voting members of the BCSC Board comprised of Age Group Representatives, Managing Directors and continuing General Directors. C. Managing Directors - The Managing Directors shall be appointed prior to the end of each BSA fiscal year by the BCSC Board of Directors as contracts for these positions expire or the positions otherwise become vacant. D. Officers: The election of Board Officers of Chair, Vice-Chair and Secretary, shall take place at the first Board of Director s meeting following the ACM meeting each year. Only Age Group Representatives and General Directors shall be eligible to serve as officers. Officers shall be elected by majority vote of the BCSC Board SECTION 4 TERMS OF OFFICE A. Age Group Representatives: Terms for Age Group Representatives shall be for one year starting from the date they are duly elected and qualified, or until the next ACM election. B. General Directors: Terms for General Directors shall be for two years starting from the date they are duly elected, with one General Director position expiring in odd-numbered years and two General Director positions expiring in even-numbered years. C. Managing Directors: Terms for Managing Directors shall be for the contract length commencing with their appointment. Appointments shall by no later than June for a term beginning July 1 for the DOO and DOF and in August for the DOT. The DOO and DOT positions shall commence in odd numbered years and the DOF position shall commence in even numbered years. If under contract terms or by agreement, a Managing Director s contract is terminated, the Managing Director s position on the BCSC Board shall be terminated concurrently. SECTION 5 -Vacancies: Vacancies of elected board members during the year shall be filled by appointment by a majority vote of the BCSC Board of Directors. Vacancies will only be filled to the end of the original term. SECTION 6 - Positions: No person may hold more than one BCSC Board position. No individual may hold an executive office in the Recreational League Board and the BCSC Board of Directors at the same time. SECTION 7 - Recall: Any Board member may be subject to recall by a written petition signed by 25% of the voting membership. Upon receipt of this petition, the Chair shall immediately notify the BCSC Board and the subject elected Board member and shall schedule a Special Membership Meeting providing the membership at least 14 days notice before such meeting. The Board member subject to the recall shall be afforded an opportunity to speak at such Special Membership meeting. The Board member subject to recall shall be removed from office upon the majority vote in favor of the recall petition by the voting members present. A Board member may also be recalled by unanimous vote of the other 8 BCSC Board members. If a Board member is recalled, the BCSC Board shall appoint a new Board member to fulfill the unexpired term. Once recalled, an individual is ineligible for a board position for a period of 5 years from the date of recall. SECTION 8 - Nominations: The Board may appoint a nominating committee, not later than in the month of June of each year, in order to secure nominations for the elected and appointed positions of the Club. Nominations 5

may also be made to the Board by any member in good standing, as defined in Article III, no later than the Board Meeting prior to the ACM. SECTION 9 Representation on BSA Executive Board: Upon being duly elected by the BCSC Board, the Chair and Vice-Chair shall become voting members of the BSA Corporate Executive Board. BCSC Directors serving on BSA Corporate Board, shall be authorized to vote on all matters coming before the Corporate Board on behalf of the BCSC. ARTICLE V CHECKS, NOTES, ETC. SECTION 1 Execution of Checks, Notes: All checks and drafts on the Club s bank accounts and all bills of exchange and promissory notes, and all acceptances, obligations and other instruments for the payment of money, shall be signed by such Director or Directors as shall be thereunto authorized from time to time by the BCSC Board of Directors. SECTION 2 Execution of Contracts, Assignments, Etc.: All contracts, agreements, endorsements, assignments, transfers, stock powers or other instruments shall be signed by the Director of Operations or any BSCS Director as shall be thereunto authorized from time to time by the Corporate Board of Directors. ARTICLE VI - INDEMNIFICATION OF TRUSTEES, DIRECTORS AND OFFICERS Each Trustee, Officer, Director, Agent, Employee or Volunteer of the BCSC and any Trustee, Officer, Director, Agent, Employee or Volunteer of any other entity acting as such at the request of the BCSC shall be indemnified by the BCSC and/or BSA under the standards set by and to the fullest-extent allowable under Section 1702.12(E), Ohio Revised Code, as the same shall be amended from time to time. The foregoing right of indemnification shall be in addition to any other rights to which any person seeking indemnification may be or become entitled to by law, vote of the members, or vote of disinterested Board members of this organization. ARTICLE VII AMENDMENTS Any proposed amendment to these Bylaws shall be supported by a written petition of 25% of the voting members or by majority of the BCSC Board of Directors submitted in writing to the Board Chair. The Chair shall notify the general membership, via the Team Representatives or through other reasonable communication method determined by the BCSC Board of Directors to notify the membership (such as an e-mail), of the proposed amendment on the agenda of an upcoming Membership Meeting at least 14 days in advance of such meeting. T o b e c o m e e f f e c t i v e, t he proposed amendment must be approved by a vote of two-thirds or more of the voting members present at any Membership Meeting. Any amendment passed at a General Membership Meeting shall be effective immediately, unless otherwise stated, and the Secretary shall duly note the amendment in the BCSC records. 6