MID-COUNTY SOCCER ASSOCIATION, INC. dba NORTHERN VIRGINIA SOCCER CLUB AMENDED BYLAWS (2014) ARTICLE I NAME & PURPOSE OF THE CORPORATION The name of this Corporation is MID-COUNTY SOCCER ASSOCIATION, INC. dba NORTHERN VIRGINIA SOCCER CLUB (the Corporation"). The purposes of the Corporation are fully set out in its Articles of Incorporation, and include any lawful purpose under the laws of the Commonwealth of Virginia. This corporation is organized for the charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue code. It is the mission of this corporation to provide programs to foster the physical, mental, and emotional growth and development of the young people of Prince William County, under the age of nineteen (19) years, through the sport of soccer. In furtherance of the foregoing, the mission includes the promotion of these same objectives for adults through the sport of soccer, in an adult league. The soccer education, training, and competition programs offered by the corporation shall be available to any child who desires to participate, is physically able, has reached the qualifying age for participation, and is registered with the corporation. The corporation shall co-operate in and encourage the sanctions of the Federation Internationale de Football Association (FIFA), the United States Soccer Federation (USSF), the United States Youth Soccer Association (USYSA), the Virginia Youth Soccer Association (VYSA), and Metropolitan DC-Virginia Soccer Association (MDCVSA). ARTICLE II DEFINITIONS The following shall serve as the definitions to be used throughout these ByLaws: 1. Members. Members are those households members, no more than two (2) individuals (the parents, legal guardians, or persons standing in loco parentis of children registered to participate in any of the programs provided by the corporation), that were registered with the Corporation through one of its three leagues (Recreational, Travel or Adult);
a. For Recreational, those households that were registered during the calendar year (spring or fall) prior to the election in November will be considered valid members; b. For Adult Leagues, those individuals that were registered during the calendar year (spring or fall) prior to the election in November will be considered valid members; c. For Travel Leagues, those households that remain registered for the fall season prior to the Annual Meeting and Election in November shall be valid members; and d. Membership in this corporation shall also vest to those persons not granted membership under Section 1.a. or b. of Article II, who serve as members of the Board of Directors of the corporation, Officers of the corporation, Members of Committees which serve the corporation, Coaches, and other such persons, who in the judgment and majority vote of the Board of Directors, warrant such membership by virtue of their contribution to the corporation. 2. Qualified candidates. Qualified candidates include any individual over Eighteen (18) years of age, whether or not a Member as defined herein. ARTICLE III OFFICERS AND THEIR DUTIES 1. Officers. The Officers of the Corporation shall be a President, a Vice President of Operations, a Vice President of Recreation, a Vice President of Travel, a Vice President of Adult Leagues, a Secretary and a Treasurer, and such other Officers as the Board of Directors may consider appropriate (collectively Officers ). It should be noted that the Board of Directors ( Board ) is a separate body and the terms Officers and Directors are not interchangeable. a. These Officers must be Directors. b. The Officers shall be elected at the annual meeting in accordance with the provisions of these ByLaws. c. All Officers shall hold office for three (3) years, or until their successors are duly appointed and qualify. 2. Vacancies. Vacancies among the Officers may be filled by majority vote of the Board of Directors at any meeting of the Board, provided that notice of the proposed action to fill any such vacancy is contained in the notice for such meeting. Said appointed Officer shall serve the remainder of the term for that office. 3. Election of Officers. a. Voting will be by secret ballot during the annual meeting, which shall occur during the second full week of November of each year, or as soon 2
thereafter as reasonably possible. The winner of said election shall be the candidate receiving a simple majority of the votes for any particular office. b. In order to ensure that each member will be able to vote, each member will need to verify their status as member at least 30 days prior to the election so that they would be eligible to vote by reviewing the voting list maintained by the Secretary. The member shall be 18 years of age or older and the parent or guardian of the registered players, or in the case of the adult league, shall be the player. c. A quorum for the required election will be 5% of the membership at the time of the election. If a quorum is not obtained, then the officers shall remain unchanged for a new term, until they are next scheduled to be elected, subject to the other conditions contained herein. d. The election will consist of staggered elections of the officers at each annual meeting. In order to establish this staggered election process, during the initial election under these Amended Bylaws, all Officers will be elected (3 for 3 years, 2 for 2 years, and 2 for 1 year). The initial election will include: President, Secretary and Vice President of Recreation for 3 years; Vice President of Operations and Treasurer for 2 years; and Vice President of Travel and Vice President of the Adult League. 4. Absentee Ballots and/or Proxies. Proxy voting will not be permitted, however, absentee voting by electronic transmittal, via the U.S. Mail, or by delivery to the corporate office shall be permitted. Voting by electronic transmittal shall be further defined by the Board of Directors by way of resolution. 5. Removal. All Officers shall be subject to removal at any time, with or without cause, by the affirmative vote of two-thirds (2/3) of the Directors then in office. 6. Volunteers. All Officers shall serve on a voluntary basis without financial remuneration. 7. Duties of the President. The President shall be the chief executive officer of the corporation. a. He/she shall preside at all meetings of the Board of Directors or of the general membership. b. He/she shall have all of the general powers and duties which are usually vested in the office of the President of a corporation, including the authority to conduct such business as is necessary to the operation and management of the corporation. c. He/she shall have the power to appoint ad hoc Committees which he/she decides are appropriate to the carrying out of the purpose of the corporation. 3
d. The President shall be a member of ex-officio of all Standing and ad hoc committees. e. The President shall be charged with the responsibility of ensuring that all of the decisions made by the Board of Directors are in the best interests of the children for whom the programs offered by the corporation exist, and are consistent with the purpose of the corporation as set forth in Article II of these By-Laws and the Article Two of the Articles of Incorporation filed with the Commonwealth of Virginia. f. The President shall see that the by-laws are upheld by elected and appointed officers of the board of directors. 8. Duties of the Vice President of Operations. The Vice President of Operations shall assist the President in the performance of his/her duties and shall assume those duties when the President is absent or unable to act. a. When acting on behalf of the President because of his/her absence or inability, the Vice President of Operations exercises all of the powers of that office. b. The Vice President of Operations shall be responsible for ensuring that all recreational games sanctioned and scheduled by???the Corporation are supervised by qualified referees in such numbers as may be appropriate for the various Divisions. c. The Vice President of Operation is responsible for referee assignment for all recreational games and Friendship League home games. d. He/she is responsible for maintaining a pool of appropriately trained referees, and for keeping the Board of Directors advised on all issues pertaining to referees, including assistance and advice in the resolution of any disputes involving referees. e. The Vice President of Operation shall sit on all Standing Committees. f. The Vice President of Operation shall assume such additional duties as may be designated by the President or the Board of Directors. 9. Duties of the Vice President of Recreation. The Vice President of Recreation is the corporation s principal interface with recreational team, Friendship League, High School League, Transitional League and Alliance coaches, and shall carry out the following specific functions: a. Recruit coaches for recreational league play b. Assign coaches to teams supplied by the Age Group Commissioners c. Select Age Group Commissioners (AGC) d. Responsible for providing training and educational needs of recreational coaches and players to Training Coordinator e. Responsible for disseminating information concerning weather postponement of cancellations to recreational coaches f. Provide input to the Secretary for the re-scheduling of games g. Schedule pre and post season coach s meetings as required h. Ensure that recreational coaches are provided with rosters, uniforms, equipment, rules, and field permits, and coordinate the availability of those requirements with the responsible Board members 4
i. Support the Tournament Director in his/her assigned duties j. Act in person or through assignment as the corporation s representative to the Friendship League, High School League, Transitional League and Alliance League as deemed necessary k. Assign field set-up and take-down responsibilities for recreational games l. Serve on the Standing Committees on Registration and Uniforms and Equipment m. Provide input to the Equipment Manager concerning recreational team needs n. Ensure that recreational coaches adhere to the rules of the game, exemplify the spirit of the game, and carry out the purpose of the corporation o. Chair the Standing Committee on Rules p. Perform such other related duties as may be assigned by the President or the Board of Directors 10. Duties of the Vice President of Travel. The Vice President of Travel is the corporation s principal interface with travel team coaches and with the various travel leagues in which the Corporation has participating teams. In that capacity, his/her specific duties include: a. Maintain the Travel Team Policies b. Ensure that the Travel Team Policies are maintained and upheld c. Recruit coaches for travel teams d. Chair the Standing Committee on Travel Coach Selection e. Responsible for providing training and educational needs of travel coaches to the Training Coordinator f. Work with the Field Supervisor to define field needs and assignments for travel teams g. Act in person or through assignment as the corporation s representative to NCSL, WAGS, ODSL, and any other organization or league as deemed necessary (we are talking about adding another league. How do we cover that and we also have Super Y.) h. Responsible for dissemination of all information concerning weather postponement or cancellations and schedule changes to travel coaches and leagues i. Coordinate travel game rescheduling with the Secretary j. Act as the conduit for information flow from NCSL, WAGS, and ODSL k. Assign field set-up and take-down responsibilities for travel games l. Act as corporate interface with Club Reps from other Clubs concerning travel issues m. Provide travel team data input to the Registrar, as required n. Coordinate with the Public Relations Director for the advertising of travel team open try-outs o. Ensure that travel team coaches adhere to the laws of the game, exemplify the spirit of the game, and carry out the purpose of the corporation p. Perform such other related duties as may be assigned by the President or the Board of Directors 5
11. Duties of the Vice President of the Adult League.The Vice President of the Adult League is the corporation s principal interface with the three (3) leagues comprising the Adult League, Coed 11v11, Coed 7v7, and Men s 30+ 7v7. In that capacity he/she shall: a. Be a standing committee member of the Committees for each of the three (3) leagues; b. Maintain consistent communication between the Corporation and the three (3) Adult Leagues; c. Work with the Field Supervisor to define the field needs and assignments; d. Provide Adult League Team Data to the Registrar, as required; e. Coordinate with the Public Relations Director for the advertising needs of the Adult League; f. Ensure that the Adult League coaches adhere to the laws and rules of the game, exemplify the spirit of the game; g. Perform such other related duties as may be assigned by the President or the Board of Directors. h. Responsible for dissemination of all information concerning weather postponement or cancellations and schedule changes to adult coaches i. Coordinate adult game rescheduling with the Secretary j. Act as the conduit for information flow from MDCVSA k. Assign field set-up and take-down responsibilities for adult games 12. Duties of the Secretary. The Secretary shall have custody of the Articles of Incorporation, Bylaws, corporate seal and such other books and records of the Corporation as the Board of Directors shall direct. a. The Secretary shall keep records of all meetings of the Corporation and of the Board of Directors and shall maintain such files of correspondence and other records of the Corporation as may be directed by the Board of Directors. b. The Secretary shall perform all such other duties as may from time to time be imposed upon him by the Board. c. The Secretary shall keep or cause to be kept the minutes and proceedings of all meetings of the Board of Directors. d. The Secretary shall also maintain a roll of all individuals at such meetings. e. The Secretary shall maintain the records and correspondence of the corporation. f. The Secretary shall give notice of all meetings, maintain the files of the corporation. g. The Secretary shall develop, maintain and distribute the schedules of recreational games and shall be responsible for incorporating the travel schedules as provided by the Travel Commissioner. h. The Secretary shall be responsible for rescheduling of all games.it shall be the responsibility of the Secretary to arrange facilities for all Board of Directors and general membership meetings. 6
i. With respect to the annual meeting and special meetings of the Board, the Secretary shall give notice as set forth herein, shall take the roll, and shall maintain a record of members entitled to vote at the meeting. j. Secretary shall carry out such other administrative functions as may be assigned by the President or the Board of Directors. k. The Secretary shall function as the Kid-Safe Coordinator. 13. Duties of the Treasurer. The Treasurer orhis/her designee shall be the financial officer of the Corporation, and under the direction of the Board of Directors, shall have the custody and control of all of the funds and securities of the Corporation and shall deposit them in such bank or depositories as may be designated by the Board. a. The Treasurer shall prepare an annual budget showing the expected receipts and expenditures for approval by the Board, and shall submit regularly to the Board of Directors or its authorized committees periodic reports showing the financial activities of the Corporation and shall prepare and submit such special reports and may be required by the Board of Directors. b. The Treasurer shall perform all such other duties as may from time to time be assigned to him by the Board. c. The Treasurer shall keep full and accurate accounts of receipts and disbursements of the corporation. d. He/she shall make disbursements for the legitimate obligations of the corporation. e. The Treasurer shall be responsible for the care, custody, deposit and investment of the corporation s funds, and shall keep account of such deposits and investments. f. He/she shall prepare an annual budget for review at the December Board of Directors meeting, based upon projected receipts and expenditures for the following fiscal year. g. The Treasurer is charged with the responsibility for filing or causing to be filed such statements, tax returns or other financial documents as may be required by law, the Internal Revenue Service, the Commonwealth, or any sovereign entity. h. He/she shall present quarterly financial reports to the Board of Directors, and prepare an annual summarized financial statement that shall be available to the membership. i. He/she shall present his/her books to an independent auditor, selected by the Board, at the end of his/her last term in office. j. The Treasurer shall sit on the Standing Committees on Registration and on Uniforms and Equipment. k. The Treasurer shall keep records of Travel Team funds and provide quarterly financial reports. ARTICLE IV BOARD OF DIRECTORS 7
1. Duties. The Board of Directors shall be responsible for establishing policy for the conduct of the business of the corporation by the corporate Officers, and the enforcement of the Articles of Incorporation, the By-Laws, and the Rules of the corporation. The Board of Directors shall also be responsible for the amendment of the Articles of Incorporation and the By-Laws of the corporation, as necessary to achieve the purpose of the corporation. 2. Powers. The management powers of the Corporation shall be vested in the Board of Directors which shall have charge, control and management of the property, affairs and the funds of the Corporation; and shall have the power and authority to do and perform all acts and functions consistent with the Articles of Incorporation or the Bylaws of the Corporation. 3. Composition and Election of Board of Directors. The number of Directors of the Corporation shall be a minimum of seven (7). The Corporation may have additional Directors in such number and with such qualifications as may be set forth in a duly adopted amendment to these Bylaws. a. All Officers shall be Directors and serve their term as Directors. b. Any Director that is not an Officer shall serve for one year. c. Non-Officer Directors shall be elected by a majority of the members at the Annual Meeting. Each Director shall hold office until his successor is duly elected and qualified, or until his earlier death, resignation or removal from office. d. Any vacancy of the Non-Officer Directors on the Board of Directors created by death, resignation or removal shall be filled by a majority vote of the Directors then in office. Persons filling vacancies created by death, resignation, or removal shall serve for the unexpired term of the Director replaced. 4. Removal. All Directors shall be subject to removal at any time, with or without cause, by the affirmative vote of two-thirds (2/3) of the Directors then in office. Any Director who shall have absented himself/herself from two (2) or more consecutive regular Board meetings, or absents himself/herself from two (2) or more regularly scheduled monthly meetings of the standing committee to which he/she has been assigned, shall, at the discretion of the Board, be required to show reasonable cause to the Board why he/she should not be removed as a Director. After written notice to the last known physical address or email to the last known email address, the Board shall meet no less than ten (10) days later or at its next regular meeting to permit the Director to present reasonable cause. With regard to such absences, the Secretary's attendance record shall be presumed correct in the absence of evidence to the contrary. Voting majorities for the removal of a Director shall be computed without regard to the Director sought to be removed. ARTICLE V COMMITTEES 8
The Board of Directors shall appoint such committees as it deems necessary to fulfill the objectives and purposes for which this Corporation was formed. A committee shall limit its activities to the purpose for which it is appointed and shall have no power to act except as specifically authorized. Committees shall have the power to act only as stated in these Bylaws or as conferred by the Board of Directors and not inconsistent with these Bylaws. At meetings of all committees, a quorum shall be one-half (1/2) the number of members of the committee, unless a different quorum is specified by resolution of the Board. Each committee shall have an agenda and shall submit a report of its meeting to the Board of Directors at its regular meeting. III(6). III(8). 1. The President is an ex officio member of all committees as set forth in Article 2. The Vice President is a member of all Standing Committees as set forth in Article 3. The Committees shall be chaired by a Commissioner, who will be an individual who is a member of the Committee and is selected by the Board as the Commissioner. ARTICLE VI MEETINGS 1. Meetings of the Board of Directors. a. The annual meeting of the Board of Directors shall be held during the second full week of November. Meetings of the Board of Directors shall be held at times fixed by resolution of the Board of Directors or upon the call of the President or a majority of the Directors. Notice of any meeting not held at a time fixed by resolution of the Board shall be given to each Director by delivering, mailing, or emailing to him/her at his/her residence or business address at least five (5) days before the meeting. Meetings shall be held without notice if all of the Directors are present and those not present waive notice in writing before the meeting. b. A majority of the voting Directors in office present shall constitute a quorum. If a quorum does not exist, then the Directors shall adjourn the meeting to a fixed time and place with written notice as provided for in Article VI, Section 1. The affirmative vote of a majority of Directors present and voting at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the affirmative vote of a greater number is required by the laws of the Commonwealth of Virginia, the Corporation's Articles of Incorporation or these Bylaws. e. A meeting of the Board of Directors shall be held within thirty (30) days of the annual meeting. f. Regular meetings of the Board shall be held on the second Monday of each month, and at such other times as may be determined to be necessary by the President of the corporation. No notice of regularly scheduled 9
Board meetings shall be required. The Secretary shall give at least fortyeight (48) hours notice of any special Board meeting to each member of the Board either personally, by mail, by email or by telephone. Such notice shall state the date, time, place, and purpose of the meeting. g. At all meetings of the Board, a majority of the members serving on the Board at the time that the meeting is called to order shall constitute the quorum required to conduct business. The Board members may attend by telephone conference. After such a quorum is established, no act of any member or members shall destroy such a quorum. At any meeting at which a quorum is not present, a majority of those Board members present shall adjourn the meeting and reconvene upon the establishment of a quorum. Notice for said reconvening shall be in accordance with the provisions of these Bylaws. h. These Amended Bylaws permit the Board to act via email in addition to voting at meetings. The substance of the email shall include: statement of purpose of the email, the proposed action, a space to include the moving party, a space to include the seconding party, and a place to indicate yay, nay, abstention, or failed to vote on each email. The secretary shall maintain all discussion emails and voting emails as part of the record of the minutes of the organization. 2. Meetings of the Members. a. Notice of the annual meeting or of special meetings of the membership shall be given by the Secretary, with a statement of the purpose, the time, the date, and the place of the meeting. Such notice shall be given at least seven (7) days but not more than thirty (30) days prior to such meeting. Such notice may be given by publication in a Prince William County newspaper, by mail or email delivery to each member of record, by publication in the newsletter of the corporation, or on the web site. b. At the annual meeting, any member present may nominate a qualified candidate to fill any position that does not have a nominee. No floor nominees may be made during the annual meeting for positions already having a nominated, qualified candidate. Election of officers or directors shall be by majority vote, as selected from the slate of nominees. c. The presence of at least five percent (5%) of the members of record shall be requisite for, and shall constitute a quorum for the transaction of business at all meetings of the members. No action of the members, or by any one of them, after the membership count has been taken by the secretary at a meeting, shall destroy a quorum constituted hereunder. d. The President shall call a special meeting of the membership upon the receipt of a petition signed by one hundred (100) members, or ten percent (10%) of the member of the corporation (whichever is greater), having been verified by the Registrar. e. At every meeting of members, each member present in person shall have the right to cast one vote on each issue. The vote of the majority of those 10
present shall decide each issue voted upon. No proxies are permitted at any meeting of this corporation. f. The Secretary shall maintain a record of the members entitled to vote at a meeting. ARTICLE VII DONATIONS. GIFTS. EARNINGS AND REVENUE OR OTHER PAYMENTS 1. Any gifts, devises, bequests, donations, subscriptions or other payment made by a person or persons to the Corporation shall, upon acceptance, be used for the purposes of the Corporation as determined by the Board of Directors. 2. The revenue or other payments, earnings and surplus derived from the operation of the Corporation, and from gifts, devises, bequests, donations, appropriations, grants or loans and other sources, shall be applied to the costs and expenses of the Corporation's activities. Any surplus remaining after the payment of the aforesaid costs and expenses shall be subject to such use and disposal by the Board of Directors as may be consistent with the purposes set forth in the Articles of Incorporation of the Corporation. ARTICLE VIII GENERAL 1. The fiscal year of the Corporation shall commence on January 1 and end December 31 of each year. 3. The principal office of the Corporation shall be at 14422 Bristow Road, Manassas, VA 20112. The Board of Directors may change the the principal office of the Corporation by majority vote at any regularly scheduled meeting, special meeting called for that purpose, and/or annual meeting. The Corporation may have offices at such other places as the Board of Directors may designate from time to time. 4. Voting. At all times referenced herein, when the term voting is used, simple majority voting shall be utilized. ARTICLE IX RULES 1. Recreational teams shall be organized in age Divisions, based on the seasonal year of 1 August of the year of assignment through 31 July of the following year. As appropriate, divisions may incorporate either single year age groups or a combination of no more than two (2) consecutive years. Recreational League structure shall be determined each seasonal year based on recommendation from the Committee appointed by the Board to establish said structure. 11
2. Recreational team age divisions as noted in Article XI(1) shall be modified as necessary to conform to VYSA requirements. 3. Formation of Travel Teams shall be governed by the Travel Team Policies. Formation of any travel team shall require the formal petition and approval of the Board of Directors prior to initiation. ARTICLE X AMENDMENTS These Bylaws may be modified, altered or amended by the affirmative vote of two-thirds (2/3) of the Directors then in office, provided that at least ten (10) days' prior notice of the terms of such proposed modification, alteration or amendment shall have been sent by regular mail to each Director before the meeting at which such action shall be considered. Adopted: President 12