F.C Brighton Soccer Club Constitution and Bylaws Version: 2.10 Last Amendment: April 7, 2014 Approved By: Board of Directors Date: 4/6/16 Next Review: April 2017 I. ORGANIZATION NAME The name of the corporation shall be the F.C. Brighton (the Club ). The name of all teams sponsored by the Club shall include F.C. Brighton. The teams shall be designated, in order of 1 st team to 5 th team, using a naming convention to be determined by the Board of Directors. From time to time, the Board may approve changes to these naming conventions by simple majority. II. PURPOSE OF F.C. BRIGHTON A. The Club is a nonprofit corporation, the purposes of which are exclusively charitable and/or educational within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law. Specifically, the organization and operation of the corporation shall be for the purpose of fostering national or international amateur soccer competition and to develop amateur athletes for that competition. This purpose includes the promotion of soccer skills education, good sportsmanship and physical fitness. B. No part of the net earnings of the corporation shall injure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation 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 Article III. C. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. 1
D. Notwithstanding any other provisions of these By Laws, the corporations shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170 (c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code. III. IV. SEAL : The seal of the Club shall have inscribed thereon the name of the Club and the words F.C. Brighton with an eagle crest and shall be in such form as may be approved by the Board of Directors. From time to time, the Board may approve changes to these by simple majority. COLORS: The representative colors of the Club shall be scarlet, navy blue, white, and gold as determined by the Board of Directors. The non voting player members of the Club will be provided an opportunity to recommend a color scheme and the board will approve the color scheme by simple majority. V. MEMBERSHIP A. Membership shall be open to individuals interested in club activities, including players, parents of players, and any other adults (whether or not they have a child player), coaches, assistant coaches, referees and adult player who is then registered in the corporation and who is not a parent or legal guardian already entitles to vote. Non voting player members shall include each child who is registered as a player in the corporation and who is not a registered head coach or referee. Non voting honorary members shall be those persons recognized by the Board of Directors and approved by the voting membership who have contributed to the purposes of the corporation to an extent that entitles them to special recognition. B. Herein and hereafter the term parents includes biological parents and legal guardians. The criterion for active membership in F.C. BRIGHTON shall be registration with F.C. BRIGHTON, and by extension, Colorado Soccer Association (CSA). Registration with CSA is effective for only one year, so registration with F.C. BRIGHTON/CSA must be renewed annually. C. Members may only vote once in a given election. Members shall be afforded the opportunity to vote in the F.C. Brighton elections held each April. Current rosters are defined as those with a seasonal playing year, August through July. D. Censuring, Suspending or Removing a Member. F.C. Brighton will provide equitable and prompt hearing and appeal procedures to guarantee the rights of the individuals to participate and compete. Those procedures shall include that all grievances involving the right to participate and compete in activities sponsored by the United States Soccer Federation (the Federation ) and the Colorado State Youth Soccer 2
Association ( CSYSA ) and its member organizations may be appealed to the Federation s Appeals Committee that shall have jurisdiction to approve, modify or reverse a decision. Any voting, affiliate, other affiliate, or associate member may be censured, suspended or removed from the Club by a two thirds (2/3) vote of the entire Board of Directors, for cause, after a proper hearing. The member has the right to appeal to CSYSA and the Federation, to the extent permitted or required by CSYSA and the Federation. VI. DESCRIPTION OF GOVERNANCE A. The governing body of F.C. BRIGHTON shall be an Executive Board, hereafter referred to as the Board. The Board shall be responsible for executing all matters of policy (fiscal, administrative, rules). All matters of policy shall be decided at F.C. BRIGHTON Board meetings, which shall be open to all members of the Club. Club members may actively participate in discussion regarding matters to be voted on by the Board, but only Board members shall have the power to vote. Decision shall be by simple majority of cast votes. A Board member may cast only one vote, even if he/she is holding more than one office. A majority of the currently active Board members shall constitute a quorum. B. There shall be nine (9) Directors of the Club. The officers shall be the President, Vice President, Secretary, and Treasurer. The Officers shall perform the duties prescribed by these By Laws and by the parliamentary authority adopted by the Club. The directors shall have specific duties as assigned to them by the President or Board of Directors. No Director of the Club shall receive a salary or other compensation for services rendered. C. No office within the Club may be held by more than one person. D. During his/her term of office a member of the Board of Directors may not hold a position on the board of another CSYSA affiliated youth soccer club. Upon accepting the position as a member of the Board of Directors, a member shall surrender his/her office within a period of thirty (30) days. E. No Director may make greater that 25% of his/her income in sports related business where he/she may obtain or be perceived to obtain financial gain from being a Director. F. In the event of the absence or inability of any Officer to act, the Executive Committee may delegate the powers or duties of such Officer to any other Officer, Director or person who it may select. G. No loans shall be made by the Club to any of its Directors. H. Election of Officers and Directors: 3
1. Following the term of the initial Officers and Directors, elections of Officers and Directors shall be held at the annual meeting to be convened on the first Saturday in April unless specified otherwise by the Board. Other Club meetings shall be scheduled as determined by the Board. 2. At least thirty (30) days prior to annual elections a Nominating Committee shall be appointed by the President and approved by the Board of Directors. It shall be the duty of the Committee to nominate at least one (1) candidate for each office to be filled at the elections. Nominations for election will close no later than twelve (12) days prior to elections. The membership shall be notified at least ten (10) days prior to elections. 3. Board members shall be nominated from current coaches, referees, parents and affiliated adults. Election shall be decided by a plurality of cast votes. All adult members shall be eligible to vote provided they are active members of F.C. BRIGHTON. An office holder may cast only a single vote per person irrespective of the number of offices he/she may hold, parents shall be limited to a single vote per family, and the one vote per family restriction shall apply to all families including those where one of the parents holds an F.C. BRIGHTON office. 4. The Directors and Officers shall be elected by a majority vote of the voting membership. 5. The Directors and Officers shall be elected in the following order: President, Vice President, Secretary, Treasurer, Directors. Each Officer (except the initial Corporate Secretary) shall also be a Director. 6. The President and Vice President shall be elected in alternate years. The Secretary and Treasurer shall be elected in alternate years. In 2007, one (1) Director is retained for one additional term. In 2008, two (2) Directors will be elected. The Director receiving the highest vote will be for a two (2) year term and the other Director will be for a one (1) year term. In future years should there be more than one directorship up for re election, the one (1) with the highest vote shall have a two (2) year term. All others will have a one (1) year term. The only qualification for President and Vice President is that he/she must have at least one (1) year service as an officer or Director (except for the initial President and Vice President). 7. Any Director may be removed from office in accordance with Colo. Rev. Stat. 7 128 108 and 109. 8. The Board of Directors may elect a new Director by a majority vote to fill a vacancy. The President of the Board shall nominate a replacement for ratification by the Board with a simple majority at the first Board meeting following any vacancy. The term of office of that Director shall be until the next election at 4
which time a new Director shall be elected to complete the term of the vacant office. 9. Any Director absent from four (4) meetings during a calendar year, unless excused for extenuating circumstances by the President, may be requested to resign from the Board of Directors. If the Director refuses to resign, then he/she may be removed with a simple majority vote by the Board. Any Director may participate in an election by Proxy and signed by the absent Board Member if such a request is made in writing and approved by a simple majority immediately after roll call. VII. DUTIES OF THE BOARD A. The Board shall be responsible for executing all policy decisions adopted at Club meetings. In emergencies or whenever immediate action is required, the Board shall have the power to set policy without calling for a Club meeting. However, such actions shall be placed on the agenda for the subsequent Club meeting for review and reconsideration. B. The Board shall approve all team coaches, assistant coaches, and managers on a seasonal basis. 1. When choosing coaches, consideration for qualification may include license level, experience coaching at the level requested, and years coaching the current team. For U10 teams and up, coaches should not coach the same group more than two years, unless another qualified coach is not available. C. The Board shall have the authority to suspend any member of the F.C. BRIGHTON whose conduct is considered detrimental to the organization. The duties and responsibilities of Board officers shall be as follows: 1. President. The President shall: a. Be the Chairman of the Board of Directors. b. Preside at all meetings of the members and of the Board of Directors. c. Be familiar with the articles of incorporation, By Laws, rules and procedures of the Club, CSYSA, and the USSF. d. Sign all bonds, deeds, mortgages, leases and contracts of the Club or delegate an appropriate individual to do so. e. Serve as the liaison between CSYSA and the Club. f. Serve as the general representative of the Club in all matters not otherwise delegated to another Officer, Director, or employee. g. The President shall have the right to remove committee chairs and members at any time as long as such action is ratified by a simple majority of the Board. h. Be an ex officio member of all committees of the Club. i. Not be an officer or director of another youth soccer club. 5
2. Vice President. The Vice President shall: a. Assist the President in the performance of presidential duties. b. In the absence or disability of the President, the Vice President shall perform all duties of the President, and when so acting, shall have all the power of, and be subject to all the restrictions on the President. The Vice President shall have other such powers and perform other duties as may from time to time be assigned to him/her by the President or Board of Directors. 3. Secretary. The Secretary shall: a. Keep accurate minutes of all meetings and motions voted on of the members of the Club and the Board of Directors. b. Keep at the Club s principal or registered office a record of the names and addresses of its voting members. c. Give notice of meeting of the members of the Club. d. Be the custodian of the records and the seal of the Club. e. Perform all duties commonly incident to the office of Secretary and such other duties as may from time to time be assigned to the Secretary by the President or Board of Directors. 4. Treasurer. The Treasurer shall: a. Manage and oversee all financial functions, records and accounts of the Club. b. Manage and oversee the Club s day to day accounting, including but not limited to: i. Maintaining appropriate records and accounts of the Club. ii. Preparation of monthly financial statements (both income statement and balance sheet to track all club assets) using accepted accounting methods. iii. Prepare an annual statement for the previous fiscal year prior to the Annual General Meeting of the Club. iv. Establish a proposed budget. v. Account for all monies of the Club, which shall be deposited in recognized insured financial institutions. vi. Be responsible for maintaining the tax exempt status of the Club. vii. viii. Be responsible for filing all tax returns required of the Club. Perform all duties commonly incident to the office of Treasurer and such other duties as may from time to time be assigned to the Treasurer by the President or Board of Directors. VIII. BOARD OF DIRECTORS OPERATIONS: A. Quorum. A quorum at all meetings of the Board of Directors shall consist of a 6
majority of the number of Directors, but a smaller number may adjourn from time to time without further notice until a quorum be secured. The act of the majority of the Directors present at a properly called meeting at which a quorum is present shall be the act of the Board of Directors. B. Voting: All Board Members shall have one vote and will be asked to vote on all matters put before the Board. C. Voting Proxy: If represented by Proxy approved by the Board, the Proxy may vote for the Board member as if they were the Board Member. D. Special Meetings: 1. Special meetings of the Board of Directors may be called at any time by the president or by two (2) Directors, and may be held within or without the State of Colorado at such time and place as a notice or waiver thereof may specify. Notice of such meetings shall be sent by mail, electronic mail or facsimile transmission to the last known address of each Director at least three (3) days, or shall be given to each Director in person or by telephone at least twenty four (24) hours, prior to the date and time fixed for the meeting. The business to be transacted at a special meeting of the Board of Directors must be specified in the notice and only that business shall be transacted. 2. Special meetings of the Board of Directors may be held without notice at any time that all Directors are present in person or by telephone, and the presence of any Director at a meeting shall constitute waiver of notice of such meeting except as otherwise provided by law. E. Items of Business 1. Items of business for consideration by the Board of Directors shall be submitted to the President by a voting member of the Club or by a member of the Board of Directors no later than 5 (5) days prior to the meeting. 2. An agenda shall be delivered to the members of the Board of Directors by the President or Secretary no later than three (3) days prior to the meeting. 3. Other items of business may be considered and acted on by the Board of Directors, with concurrence of a two thirds (2/3) simple majority of the Directors present at the meeting. F. The Order of Business Shall Be: 1. Call to order 2. Approval of Minutes 3. Club matters requiring Board of Directors action 4. Reports of Officers 5. Committee Matters requiring Board of Directors action 6. Old Business 7. New Business 7
8. Date, Time, and place of next Board of Directors meeting 9. Adjournment G. All meetings of the Board of Directors shall be conducted in accordance with Robert s Rules of Order, Latest edition. The President may participate in discussions and debate but may not vote except in case of a tie vote. IX. MEETINGS OF THE MEMBERSHIP A. The annual general meeting shall be held at a date and place to be set by the Board of Directors. B. The order of business at the annual general meeting shall be: 1. Roll Call 2. Credentials 3. Approval of Minutes 4. Written Reports from Officers and Standing Committees. 5. Ratification of Board Action 6. Unfinished Business 7. Consideration of Proposed Amendments of Officers and Directors 8. Voting for, and Announcement of Officers and Directors 9. New Business 10. Adjournment C. The Annual General Meeting is open to all Members D. The Annual General Meeting shall be run in accordance with Robert s Rules. E. Indemnity 1. F.C. Brighton shall indemnify each of its present directors, officers, employees, or official representatives, or any person who is or was serving another entity in any capacity at the request of F.C. Brighton against all expenses actually and reasonably incurred by the person (including, but not limited to, judgment, costs, and counsel fees) in connection with the defense of any pending or threatened litigation to which that person is, or is threatened to be made party because that person is or was serving in such capacity. This right of indemnification may also apply to expenses of litigation, which is compromised, or settles, and including amounts paid in settlement, if F.C. Brighton approves such settlement. Such an individual shall be indemnified if the individual acted in good faith and in a manger the individual reasonably believed to be in or not opposed to the best interests of F.C. Brighton. Termination of any litigation by judgment, order, settlement, conviction, or plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the individual did not act in good faith or in a manner the individual reasonable believes to be or not opposed to the best interests of F.C. Brighton. 8
2. Any expenses incurred by a qualified individual in connection with defense of any litigation may be paid by CSYSA in advance of a final disposition of the litigation upon receipt of a written commitment by that individual to repay the amount advanced if it is determined that the individual is not entitled to indemnification under this Bylaw. 3. The Board of Directors may authorize the purchase of insurance on behalf of any persons potentially indemnifiable under this bylaw. That insurance may include indemnification for those persons for expenses of a kind not subject to indemnification under this bylaw. F. Liability of Directors and Officers. No director or officer shall be personally liable to the Club for any monetary damages for any breach of fiduciary duty as a director or officer except that the foregoing shall not eliminate or limit any director s or officer s liability to the Club for monetary damages for any of the following: 1. Any breach of such director s or officer s duty of loyalty to the Club. 2. Any such director's or officer s acts or omissions which are not in good faith or which involve intentional misconduct or a knowing violation of law. 3. Any acts specified in Section 7 128 5001 of the Colorado Revised Nonprofit Corporation Act, as the same presently exists or may hereafter be amended, or 4. Any transaction from which such director or officer derived an improper personal benefit. X. COMMITTEES Committees shall be established year to year to assist the board and any professional staff in achieving Club objectives. It is anticipated the committees and their chairs will be proposed and approved by the Board of Directors each year as part of the business planning process. XI. FISCAL POLICY A The fiscal year shall be from July 1st until June 30th of the following year. All monies paid to the Club shall be promptly deposited in an account in the name of F.C. BRIGHTON. All bills shall be paid when due. All funds shall be spent only in the interest of the F.C. BRIGHTON. With approval from the Board, a team may raise funds to spend at its discretion. This authority, however, does not apply to purchasing alternate team uniforms, since players must wear the Club uniform approved by the Board. B The Club fee refund policy for the season is as follows: 1. Within two (2) weeks of registration: 100% fee refund 2. Prior to one (1) week of season starting: Fee refund, minus $25 to cover F.C. BRIGHTON expenses (CSA dues) 3. After season starts: No refund 9
C. Extraordinary/hardship refund requests will be considered on a case by case basis, and any refund decisions require discussion by the Board. D. In case F.C. BRIGHTON shall be dissolved, all funds and properties shall be donated to the City of Brighton Recreation Department or other 501(c )3 organization as agreed by the Board of Directors. XII. GUIDELINES FOR FIELDING TEAMS A Teams shall be fielded as players, coaches, available fields, and equipment allow. Players in F.C. BRIGHTON shall play in their appropriate age group as defined by CSA, or by grade they attend in school. Exceptions may be granted by the board if it is determined to be in the best interest of the player and teams involved. No player may play up more than two years, nor in a younger age group. B All teams shall be approved by the Board. Teams will play together for 1 full year, July June. C Proof of Age proof of age shall consist of a birth certificate, valid drivers license, or birth registration issued by an appropriate governmental agency, board of health records, passport, alien registration card issued by the United States government, a Certificate issued by the Immigration and Naturalization Service attesting to age, or a Certification of an American Citizen born abroad issued by the governing agency. Hospital, Baptismal or religious certificates will not be accepted. D Minimum and Maximum roster minimum and maximum team rosters for recreational teams shall be set by F.C. Brighton board; minimum team rosters for competitive teams shall be established by CSA. Maximum team rosters for competitive teams shall be no more than 18 players set forth by F.C. Brighton Board. E False registration Any coach who is found to have played a player who is over age and / or illegally registered shall, at a minimum, be suspended for the remainder of the seasonal year in which the player is found to have played and the following seasonal year. In addition, the team shall forfeit the game(s) in which that player has taken part. F U9 teams will have a sign up without tryouts. U10 teams will have a sign up with assessments. U11 through U14 teams shall be formed following a formal try out procedure, held each year following the spring season. U15 through U19 teams will have a sign up without tryouts unless more than eighteen players sign up, in which case a tryout will be held. At tryouts F.C. BRIGHTON will distribute information detailing the tryout procedure, and any other relevant information. 10
G Following tryouts, players are placed on teams and informed of placement decisions via F.C. BRIGHTON s website and phone calls from the coach so all players learn tryout results at the same time. H Age divisions shall be in accordance with League and CSA guidelines. Teams shall abide by the rules and regulations of the League and CSA. I J When multiple teams are fielded at the U7/U8 and/or U9 age levels in any one year, these teams shall be balanced with respect to age and ability. Where two age groups are to be combined into one team, it is strongly recommended that the age groups combined correspond to Brighton school age groupings. For example, it is permissible to combine U11 and U12 players, or U13 and U14, since players in these groups attend the same schools. Combining U12 and U13 or U14 and U15 players on one team is not recommended, since experience has shown players from different schools have a difficult time adjusting to that combination. If out of town players or guest players are needed to field a team and they receive a waiver from CSA, these players are entitled to the same privilege in subsequent years. XIII. RULES OF INDUCEMENT A Any person who attempts to induce a registered player or players of another club or team or recruit a registered player under the jurisdiction of F.C Brighton to leave their club or team before the team s last league game may be deemed to have committed misconduct and may be called before the Board for disciplinary action. B A coach, parent, player or other involved party who desires to make a complaint of illegal inducement must do so in writing, addressed to the Board. Verbal complaints are not acceptable. C Where the Board finds that an incident of illegal inducement has occurred, the committee shall impose punishment tailored to the nature and seriousness of the offense. Such may include suspension from FC Brighton activities for a period from one month to one year. D It shall not be illegal inducement for a coach to answer any inquiry totally originated by a player or his parent(s) concerning whether there is room for a player on a team. This provision is effective only so long as the contact is totally initiated by the parent(s) or player and the coach does not attempt to persuade, by direct or indirect means, the player to transfer. XIV. DEPORTMENT REQUIREMENTS A F.C. BRIGHTON shall strive to provide an atmosphere of good sportsmanship within which players and teams can learn, enjoy, and compete in the game of soccer. In this spirit, all members of the F.C. BRIGHTON (coaches, managers, players, and parents) 11
shall conduct themselves in a sportsmanlike manner. All members shall cooperate fully with the letter and spirit of the rules of the game, the published Code of Conduct, as well as all bylaws, coaches manual, and guidelines of the F.C. Brighton Soccer Club. B Any inappropriate behavior by a member shall be referred to the Board for review and action, which could include suspension and/or dismissal from the club. XV. XVI. XVII. GAME POSTPONEMENT A Any match which requires rescheduling for reasons other than weather and acts of God must be done five (5) days prior to the original scheduled match time. AMENDMENTS A. Any amendment to these Bylaws must be approved by a two thirds (2/3) affirmative vote of the voting membership attending the annual general meeting, or special meeting of the membership called for the purpose of amending these By Laws. B. Any proposed amendment to these Bylaws may be submitted by a voting member, by the Board of Directors or by the By Laws committee. C. If submitted to the general membership, any proposed amendment to these By Laws must be made in writing to the Director designee of Rules and Procedures at least thirty (30) days in advance of the annual general meeting or a special meeting called for the purpose of amending these By Laws. SAVING CLAUSE Failure of literal or complete compliance with provisions of these By Laws with respect to dates and times of notice, or sending or receipt of the same, or errors in phraseology of notice of proposals, which in the judgment of the members at meetings held do not cause substantial injury to the rights of members, shall not5 invalidate the actions or proceedings of the Board f Directors, committees or other bodies affected. XVIII. EFFECTIVE DATE These Bylaws as approved or amended by the Board of Directors shall become effective immediately. CERTIFICATE I hereby certify the foregoing Bylaws, consisting of 12 pages, including this page, constitute the Bylaws of the F.C. Brighton, Inc. Effective April 6, 2016 Diane Baird, Secretary 12
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