BY-LAWS OF THE
COHASSET SOCCER CLUB, INC.
ARTICLE I
The name of the corporation shall be the “Cohasset Soccer Club, Inc. (hereinafter referred to as the “Corporation”).
ARTICLE II
Purposes
The corporation is not formed for pecuniary or financial gain, and no part of the assets, income, or profit of the Corporation is distributable to, or inures to the benefit of its Directors, Members or Officers as provided by General Laws Chapter 180 and Internal Revenue code Section 501 (C) (3). 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 publishing or distributing statements) any political campaign on behalf of any candidate or public office. No part of the assets of the corporation and no part of any net earnings of the corporation shall be divided among or inure to the benefit of any officer or director of the corporation or any private individual or be appropriated for any purposes other than the purposes of the corporation as herein set forth except that the corporation shall be authorized and empowered to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of its purposes as set forth in Article II. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation except to the extent that the corporation makes expenditures for purposes of influencing legislation in conformity with the requirements of Section 501(h) of the Internal Revenue Code; and the corporation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office. It is intended that the corporation shall be entitled to exemption from federal income tax under Section 501 (c) (3) of the Internal Revenue Code and shall not be a private foundation under Section 509(a) of the Internal Revenue Code.
ARTICLE III
Basic Policies
The following are the basic policies of the Corporation:
ARTICLE IV
Membership
Section 1: Constitution. The membership, hereon referred to as “Voting Members” shall be made up of those families who have a child participating in the program. Each family or “Voting Member” shall be given one vote regardless of number of family participants within the program.
Section 2: Term. Voting Members will remain active as long as they have a player participating in a Corporation-Program during the fiscal year.
ARTICLE V
Board of Directors
Section 1: Powers. The general management of the affairs of the Corporation shall be vested in a Board of nine (9) Directors.
Section 2: Term. The Directors, also known as Board of Directors shall be elected by the Voting Members. The term for the directors shall be three years. The elections will be held in a three year cycle. Year 1: no (0) Directors will be elected, Year 2: four (4) Directors will be elected, and year three: five 5 Directors will be elected. Elections shall be held prior to the end of each fiscal year. For the remainder of fiscal year 2009/2010 the Board of Directors will have thirteen (13) Directors. The three year cycle shall begin in fiscal year 2010/2011 with the number of Directors being reduced to nine (9).
Section 3: Resignation. Any Director may resign at any time by giving written notice of such resignation to the Board of Directors. Such resignation shall be effective at the time specified therein, or if no time is specified, upon receipt by the Clerk.
Section 4: Removal. A Director may be removed or suspended for cause by an affirmative vote of a majority of the Directors present and entitled to vote at a special meeting of the Board of Directors called for that purpose, provided that such Director shall be given at least seven (7) days’ notice of the proposed removal and the reason therefore, and is given an opportunity to be heard at the meeting, and that notice of the proposed removal is given in the notice of meeting.
Section 5: Vacancies. The Board of Directors may elect now Directors to fill any vacancies at any meeting of the Directors. The length of the new Director’s term will be the unexpired term of the vacancy.
ARTICLE VI
Meetings
Section 1: Meeting of Voting Members. The annual meeting of Voting Members shall be held each year between March 1 and May 31 of the fiscal year, or other such date and at such place and time as the Board of Directors may determine.
Section 2: Meeting of the Board of Directors. The board of Directors shall meet annually within 60 days following the annual meeting of Voting Members. Regular meeting shall be at such place and time as the Board of Directors may from time to time determine. Special meeting of the Board of Directors may be called by any two (2) Directors or by the President.
Section 3: Notice. Seven (7) days’ notice shall be given of all meetings stating the date, purpose, time and place of such meeting, except Directors’ meetings which require only two (2) days’ notice.
Section 4: Quorum and Voting. A majority of Directors shall constitute a quorum at all meetings of the Directors. When a quorum is present, voting at any meeting shall be by majority vote of those Directors present except as required by law, the Articles of the Organization, or these by-laws.
Section 5: Action Without a Meeting. Any action required or permitted to be taken may be taken without a meeting if all those entitled to vote consent in writing, or by email, or by text, and if the written, email or text consents are filed with the records of the Corporation. Such consents shall be treated for all purposes as a vote at a meeting.
Section 6: Telephonic Participation in Meetings. Members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or such committee by means of a conference telephone call or similar communications equipment by means of which all persons participating I the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at the meeting.
Section 7: Waiver of Notice. Whenever any written notice is required to be given by these by-laws, a waiver of notice signed either before or after the action for which notice is required shall have the effect of written notice.
ARTICLE VII
Officers
Section 1: Enumeration. The officers of the Corporation shall be a President, a Clerk, a Treasurer, and such other officers as the Board of Directors may from time to time appoint. All officers shall also be Directors.
Section 2: Election and Term. The Directors at their meetings shall elect all officers to hold office for one year.
Section 3: Powers. The officers shall have the powers and perform the duties customarily belonging to their respective office, including the powers and duties listed below:
Section 4: Resignation and Removal. Any officer my resign, at any time by giving written notice of such resignation to the President. Any officer may be removed from office either with or without cause by the affirmative vote of a majority of all the Directors at any meeting of the Board.
Section 5: Vacancies. A vacancy in any office shall be filled by the Board of Directors at any regular or special meeting called for that purpose.
ARTICLE VIII
Administration and Committees
Section 1: Committees. The Board of Directors may delegate such of its powers, except those powers which by law, the Articles of Organization, or these by-laws may not be so delegated, to such committees as the Board of Directors may establish. All committees shall serve at the pleasure of the Board of Directors. Members of such committees need not be Directors.
Section 2: Executive Committee. The Board of Directors may elect an Executive Committee consisting of the President, Treasurer, Clerk, Chairman of each standing committee, and such other persons as the Directors may elect form time to time.
Section 3: Finance Committee. The Finance Committee shall consist of the Treasurer as Chairman and at least two (2) other persons appointed by the Board of Directors. The Finance committee shall be responsible to the Board of Directors for monitoring the financial affairs of the Corporation and making recommendations to the Board of Directors whenever it is deemed appropriate. The Finance Committee shall be responsible for the management of all the endowment and trust funds of the Corporation and subject to the approval of the Board of Directors, it shall be authorized to the extent permitted by law to delegate to or contract with investment counsel or managers, banks or trust companies the authority to act in place of the Board of Directors in the investment end reinvestment of institutional funds. The Finance committee shall see that the income after the deduction of legitimate expenses is paid to the Corporation and that both principal and income are used in accordance with the terms of any trust.
ARTICLE IX
Compensation
Section 1: Directors and Members. No Director or member shall receive compensation for serving as such. Directors and Members may be reimbursed for reasonable expenses incurred in connection with the affairs of the Corporation as authorized by the Board of Directors.
ARTICLE X
Benefactors, Sponsors, Advisors,
And Friends of the Corporation
The Board of Directors may from time to time designate certain persons, groups of persons, businesses or corporations as benefactors, sponsors, advisors or friends of the Corporation or such other title as they deem appropriate. Such persons or groups shall serve in an honorary capacity and, except as the Board of Directors designates, such persons or groups in such capacity shall have no right to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights or responsibilities.
ARTICLE XI
Indemnification of Directors, Officers and Employees
The Corporation shall to the extent legally permissible indemnify each of its present and former Directors, officers, employee and agents and any person who serve or have served , at the Corporation’s request, as Directors, officers, employees, and agents of another organization or in a capacity with respect to any employee benefit plan (and the heirs, executors and administrators of the foregoing) (the “Agent”) against all expenses and liabilities which he or she has reasonably incurred in connection with or arising out of any action or threatened action, suit or proceeding in which he or she may be involved by reason of his or her being or having been an Agent, such expenses and liabilities to include, but not be limited to, judgments, court costs, and attorney’s fees and the cost of reasonable settlements, provided no such indemnification shall be made in relation to matter as to which such Agent shall be finally adjudged good faith in the reasonable belief that his or her action was in the best interests of the participants or beneficiaries of such plan. The Corporation may reimburse an Agent for expenses incurred in defending a civil or criminal action or proceeding, regardless of the financial settlement or compromise of such action, suit or proceeding is effected, indemnification may be had but only if the Board of Directors shall have been furnished with an opinion of counsel for the Corporation to the effect that such settlement or compromise is in the best interest of the Corporation and that such Agent appears to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation or employee benefit plan, as the case may be, and if the Board of Directors (not including the vote of any person seeking indemnification hereunder) shall have adopted a resolution approving such settlement or compromise.
The foregoing right of indemnification shall not be exclusive of other rights to which any Director, officer or employee may be entitled as a matter of law.
Article XII
Personal Liability
The Members, Directors, and officers of the Corporation shall not be personally liable for any debt, liability, or obligation of the Corporation. All persons, corporation, or other entities extending credit to contracting with, or having any claim against the Corporation may look only to the funds and property of the Corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Corporation.
ARTICLE XIII
General
Section 1: Corporate Seal. The corporate seal shall be in a form determined from time to time by the Board of Directors.
Section 2: Fiscal Year. The fiscal year of the Corporation shall begin on the 1st day of July and end on the last day of June, unless otherwise determined by the Board of Directors.
Section 3: Receipt and Disbursement of Funds. The Board of Directors may designate such other officer or officers who in addition to or instead of the Treasurer shall be authorized to receive and receipt for all moneys due and payable to the corporation from any source whatever, to endorse for deposit checks, drafts, notes or other negotiable instruments, and to give full discharges and receipts therefor. Funds of the Corporation may be deposited in such bank or banks or with other such corporations, firms or individuals as the Board of Directors may from time to time designate.
ARTICLE XIV
Amendments
These by-laws may be amended by a majority vote of the Voting Members present and voting at any meeting, provided that notice describing the proposed amendment have been posted on the Corporation website with the notice of the meeting.
ARTICLE XV
Rules and Regulations
The Corporation may adopt rules and regulations from time to time with respect to the operation, control, administration and disciplinary policy pertaining to programs under its auspices.
ARTICLE XVI
Prohibited Activates
The Corporation will not:
Witness my hand and seal the __________ day of _______________ 20______.
_____________________________________
Secretary
