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Section 1: Amendments by Board of Directors
These By-laws may be amended or repealed or new By-laws adopted by a majority of the
entire Board of Directors at any annual, regular or special meeting of the Board of
Directors. NORTH ROCKLAND SOCCER ASSOCIATION, INC.
BY-LAWS
ARTICLE I
Name
Section 1. The name of this corporation shall be the North Rockland Soccer
Association, Inc., hereinafter referred to as “the Association”.
ARTICLE II
General
Section 1. The Association is a New York non-profit corporation organized and shall
be operated exclusively as an exempt organization under the provisions of Section 501(c)
(3) of the Internal Revenue Code of 1954, as amended and as may be amended in the
future.
Section 2: Purposes
The purposes of the corporation are
a. To recruit and involve children and adults in the sport of soccer by organizing,
creating and operating a recreation soccer association with teams of various age
groups as deemed appropriate by involving and instructing them in the sport of
soccer;
b. To promote and encourage the sport of soccer within the specified groups;
c. To conduct functions necessary to raise funds to carry out the purpose of the
Association; and
d. To otherwise carry out the purposes set forth in the Certificate of Incorporation.
Section 3: Use of Funds
All funds and property of this corporation shall be used and distributed exclusively for
carrying out the purposes of the corporation as set forth in Section 2, above.
Section 4: Fiscal year
The fiscal year of the corporation shall begin March 1 and end on February 28 of the
following year.
Section 5: Power to Borrow Money
The Association may borrow money, and mortgage its property or issue a promissory
note or bond for repayment with interest, on the recommendation of the Treasurer and
with the approval of a majority of the Board of Directors.
ARTICLE III
Membership
Section 1: Active Member
The following shall be active members of the Association:
a. Any person between the age of 5 and 19 years of age who is currently registered
with the Association.
b. Any person that resides within the geographic boundaries of the Haverstraw-
Stony Point Central School District and who pays a minimum membership fee
established by the Board of Directors during the current fiscal year.
c. Any person who is registered as a volunteer or other approved participant in the
operation of the Association.
The term of membership is the period July 1 to June 30 of the following year. Funds
contributed to the Association as part of a fund-raising activity do not entitle the
contributor to the benefits of membership.
Section 2: Expulsion and Preclusion
An active member may be expelled and a person may be denied membership in the
Association, after due notice and an opportunity for a hearing, for conduct detrimental to
the Association, by the vote of two thirds of the Board of Directors present at a duly
constituted meeting. The Secretary shall provide at least ten days notice to the person to
be expelled or denied membership and to the members of the Board prior to the regular or
special meeting at which the matter is to be resolved. The Board shall offer the person an
opportunity to be heard at that meeting and to present others to testify in his or her behalf,
prior to any final disposition.
Section 3: Voting Rights
All active members as of the record date who are at least 18 years of age and in
attendance at the Annual Meeting shall be entitled to one vote by secret ballot in the
election of members to the Board of Directors, except that each family is entitled to only
one vote. The annual record date shall be established by the Board of Directors and shall
be no earlier than thirty (30) days prior to the election.
Section 4: Right to Hold Office
Except as set forth in Article V, Section I, each active member at least 21 years of age
who has performed at least two (2) years of approved and registered volunteer service for
the Association is entitled to run for a position on the Board of Directors under the
procedures established by these by-laws, and if elected, to run for any Association office.
The award of a Board approved scholarship shall not constitute compensation for the
purpose of determining the performance of volunteer service.
Section 5: Referendum
Upon the request in writing of one quarter of the membership, the Board of Directors
shall, or upon its own initiative may, submit any question to the active members for a
mail referendum vote.
ARTICLE IV
Meetings
Section 1. Annual Meeting
The Association shall hold a general membership meeting each September at a place and
time determined by the Board of Directors. This meeting shall be designated the Annual
Meeting. The Board of Directors may determine the need for other general membership
meetings.
Section 2: Notice and Quorum
At least fifteen (15) days prior to the Annual Meeting, notice of the time and place of the
Annual Meeting shall, in the discretion of the Board of Directors, be posted on the
Association’s website and/or published in a newspaper of general circulation and/or emailed to the membership. The notice of the Annual Meeting shall include the list of
members selected by the Nominating Committee to run for positions on the Board of
Directors.
Section 3: Quorum
The active members present at the Annual Meeting shall constitute a quorum.
Section 4: Order of Business
The order of business at the Annual Meeting, unless amended by majority vote of those
present, shall be as follows:
1. Call to Order
2. Minutes of the last Annual Meeting
3. President’s Report
4. Treasurer’s Report
5. Nominating Committee Report
6. Election of Members to the Board of Directors
7. Other Business
8. Adjournment
Section 5: Special Meetings
Special Meetings of the general membership may be called by the Board of Directors or
on the written request of at least one-third of the members of the Association in good
standing or twenty members, whichever is less, delivered to the Secretary. Such request
and the notice of the meeting shall set forth the purpose for which it is called and no other
business may be transacted at the special meeting.
ARTICLE V
Board of Directors
Section 1: Board of Directors
A Board of Directors composed of not less than six (6) or more than twenty (20) elected
directors shall manage the property and affairs of the Association.
Section 2: Election of Directors
a. Directors shall be elected by the members of the Association at the Annual
Meeting to a term of three (3) years. A Director may succeed himself for an indefinite
number of terms.
b. When a position is vacant due to resignation or expulsion of a Director, the Board
of Directors shall appoint a member to serve the remainder of the three year term.
Section 3: Terms of Office
Directors elected at the Annual Meeting serve for three (3) years, with their term expiring
at the Annual Meeting following the third year, except that for the purposes of the first
Association election following adoption of these bylaws creating staggered three year
terms, one third (1/3) of the Directors shall be elected to a term of office of one (1) year,
one third (1/3) of the Directors shall be elected to a term of office of two (2) years and
one third (1/3) of the Directors shall be elected to a term of office of three (3) years.
Section 4: Duties of the Board of Directors
The duties of the Board of Directors shall be
a. To act upon the nominations presented by the Nominating Committee, as set forth
I n Article X: Section 2
b. To fill any vacancies which may occur in the Executive Committee or in the
Board of Directors;
c. To manage the business, property, and affairs of the Association;
d. To promulgate rules, regulations and policies of the Association;
e. To establish a budget and set fees for the soccer programs;
f. To study for approval proposals to amend or revise the Association’s by-laws,
rules, or regulations; and
g. To take such other action not inconsistent with the Association’s Certificate of
Incorporation and these by-laws.
Section 5: Regular Meetings
Regular meetings of the Board of Directors shall be held monthly at a time and place
determined by the President except that any monthly meeting may be suspended by the
Board. The Board at their first meeting shall fix the dates of such regular meetings after
the annual election. The Secretary shall notify all members of the Board of the date,
time, and place of each meeting.
Section 6: Special Meetings
Special meetings of the Board of Directors may be called by the President at his own
instance, or on the written and signed request of one-third of the members of the Board
delivered to the Secretary. Such request shall state the business to be transacted at the
meeting and no other business may be considered thereat. The Secretary shall be
responsible for notifying each Board member of the special meeting by mail, e-mail or
telephone at least three days prior to the date of the meeting.
Section 7: Quorum
The presence of at least a majority of the Board of Directors, including at least two (2)
members of the Executive Committee, shall constitute a quorum for all regular or special
meetings.
Section 8: Election of Officers
At the first regular or special meeting of the Board of Directors following the election of
new directors, the Board as then constituted shall elect its officers from among its
members.
Section 9: Order of Business
The order of business for meetings of the Board of Directors shall be as follows
1. Roll call of the Board of Directors
2. Minutes of the previous meeting
3. Treasurer’s Report
4. Executive Committee Reports
5. Communications
6. Standing Committee Reports
7. Other Committee Reports
8. Old Business
9. New Business
10. Adjournment
Section 10: Parliamentary Procedure
All meetings shall be conducted in accordance with Roberts Rules of Order.
Section 11: Limited Liability
No director shall be liable in any manner for any debts or obligations of the Association
and shall not be subject to any manner of assessment by virtue of his membership.
Section 12: Resignation
Any member of the Board of Directors may resign and/or withdraw from membership in
the Association at any time, upon written notice delivered to the President or Secretary of
the Association.
Section 13: Expulsion
Any director may be removed upon the failure to attend three (3) Board meetings within
a fiscal year, or for failure to discharge the normal duties of a Board member, or for
conduct detrimental to the Association, after due notice and opportunity for a hearing, by
a vote of two-thirds of the Board of Directors at any regular or special meeting. The
Secretary shall provide at least ten days notice to the person to be expelled and to the
members of the Board prior to the regular or special meeting at which the matter is to be
resolved. The Board shall offer the person an opportunity to be heard at the meeting and
to present others to testify in his/her behalf, prior to any final disposition.
Section 14. The Board of Directors may appoint Directors Emeritus upon the
recommendation of the Nominating Committee. Those so elected shall be persons who
contributed extraordinary service to the Association while serving as active Board
members and who no longer are able to participate actively in Board affairs. This title
shall be conferred for life. A Director Emeritus shall be a non-voting member of the
Board and shall not be eligible to hold office in the Association.
Section 15. The Board of Directors may elect Honorary Directors. Those so elected,
shall be members of the Association or Community who have contributed service to the
Association. Honorary Directors shall serve at the pleasure of the Board. An Honorary
Director shall be a non-voting member of the Board and shall not be eligible to hold
office in the Association. Honorary Directors shall be appointed to a three year term by
the Board of Directors upon recommendation of the Nominating Committee.
ARTICLE VI
Executive Committee
Section 1: Composition
There shall be an Executive Committee of the Board of Directors composed of the
President, Vice-President, Recording Secretary, Corresponding Secretary and Treasurer.
In the event the President is elected to succeed himself, or the previous President declines
to serve or is elected or appointed to another Executive Committee position, the Board
shall elect one of its members to serve on the Executive Committee.
Section 2. Meetings and Quorum
Meetings of the Executive Committee shall be held at the call of the President and upon
at least two days notice. A majority of the Executive Committee shall constitute a
quorum for all meetings of the Committee.
Section 3: Duties
The Executive Committee, under the direction of the President, shall prepare policies,
programs, and budgets for discussion, revision, and approval by the Board of Directors.
The Executive Committee shall exercise all powers of the Board of Directors during the
intervals between the meetings of the Board, except as otherwise provided by these By-
Laws. All the proceedings of the Executive Committee shall be reported to the Board at
its next succeeding meeting and be subject to revision, rescission or alteration by the
Board, provided no irrevocable rights of third-parties shall be affected by such action.
ARTICLE VII
Officers
Section 1: The Officers of the Association shall be President, Vice-President,
Corresponding Secretary, Recording Secretary and Treasurer. Only Directors of the
Association shall be eligible to serve as officers. Only Directors of the Association who
have served for at least three years shall be eligible to serve as President or Vice
President.
Section 2: President
The duties of the President shall include, but are not limited to, the follow:
a. Preside at all regular or special meetings of the Membership and Board of
Directors;
b. Call special meetings of the Association or the Board of Directors;
c. Make decisions on questions not provided for in the by-laws or rules until
the next regular or special meeting of the Board of Directors;
d. Represent or designate suitable representative(s) for the Association at
other soccer meetings;
e. Appoint Chairpersons of the standing committees of the Association,
except the Nominating Committee;
f. Serve as an ex-officio member of all committees, except the Nominating
Committee;
g. Perform such other duties as may be specifically assigned by the Board of
Directors; and
e. Prepare and render an annual report to the full membership of the
Association at the Annual Meeting
f. Make expenditures on behalf of the Association without prior Board of
Directors’ approval in a sum not to exceed five hundred dollars ($500.00)
per transaction.
Section 3: Vice-President
The duties of the Vice-President shall include, but are not limited to, the following:
a. Assume the duties and powers of the President in his absence; and
b. Perform such other duties as may be assigned by the President
Section 4: Recording Secretary
The duties of the Recording Secretary include, but are not limited to, the following:
a. Prepare and maintain the minutes of all board meetings and specials meetings;
b. Retain custody of the seal of the Association and affix same to all documents as
the board may direct;
c. Maintain the books and records of the Association and roll containing the
alphabetical listing of all active members of the Association and such other duties
as may be assigned;
d. Record the attendance and minutes of all regular or special meetings of the Board
or the membership;
e. Receive and register all membership applications for the Association;
f. Advise the Board on a regular basis regarding unexcused absences of members of
the Board;
Section 5: Corresponding Secretary
The duties of the Corresponding Secretary include but are not limited to the following:
a. Provide all required notices and prepare all correspondence as assigned;
b. Assume responsibility for the Association’s correspondence;
c. Notification of the membership of the Association of the date, time, and location
of the Annual Meeting or any special meetings;
d. Notification of the members of the Board of all regular and special meetings of
the Association;
Section 6: Treasurer
The duties of the Treasurer shall include, but are not limited to, the following:
a. Receive all funds due the Association and deposit of same into a charter bank(s)
b. Furnish a security bond as the Board of Directors shall deem necessary, the cost
of which shall be paid by the Association;
c. Pay the rightful obligations of the Association, as approved by the Board of
Directors;
d. Provide a regular monthly report to the Board of Directors;
e. Submit a financial report in writing to the Board of Directors and the membership
at the Annual Meeting of the Association;
f. Prepare and file any financial reports that may be required by state or federal
regulations;
g. Keep and maintain ledgers and other books of account, which may be audited at
the request of the Board of Directors;
h. Perform such other duties as may be specifically assigned by the Board of
Directors.
Section 7: Term
All Officers, except the President, shall be elected by the Board of Directors to a one (1)
year term of office and may be reelected to an indefinite number of successive one (1)
year terms. The President shall be elected by the Board of Directors to a one (1) year term
and shall not serve more than two (2) consecutive one (1) year terms, except that the
President may be elected to up to two (2) additional consecutive one (1) year terms by a
two-thirds vote of the entire Board of Directors.
Section 8: Vacancy
In the event of a vacancy in the office of President, the Vice-President shall succeed to
office. In the event of a vacancy in any other office, including that of Directors, the
Board by majority vote may appoint a successor to serve the remainder of the
predecessors' term.
Section 9: Removal
An Officer or Director may be removed by the Board of Directors at a special meeting
called therefore, after a hearing upon written charges of malfeasance, nonfeasance or
other conduct detrimental to the Association preferred by a least five Board members. A
copy of the charges shall be served on the person against whom they have been brought
not less than ten days before the date of such special meeting. The person against whom
charges have been brought may appear at the hearing in person or by counsel. After such
hearing, the Board may sustain the charges and remove the Officer or Director by a two thirds vote, failing which the charges shall be dismissed.
ARTICLE VIII
Elections
Section 1: By August third of each year, the Chairperson of the Nominating
Committee shall deliver to the Board of Directors its slate of nominees for Directors
together with written acceptance by each of the nominees.
Section 2: By August tenth, the Board of Directors shall vote on the proposed
nominees. In the event the Board fails to approve a nominee(s), the Nominating
Committee must immediately reconvene to consider additional recommendations for
presentation to the Board for vote. The Nominees approved by the Board of Directors
shall be delivered to the Secretary who shall notify Association members of the names of
the nominees by mail or publication before September first.
Section 3: Other candidates may be nominated by a petition designating the office for
which election is sought, the candidates name, signature and telephone number signed by
at least fifty one percent (51%) of the members in good standing as of the record date.
The Secretary must receive such a petition, together with the written acceptance of the
nominee by September 1.
Section 4: The election of Officers, Directors and members of the Nominating
Committee shall take place at the annual meeting in September of each year. Voting
shall be in person or by proxy as set forth below. Voting for any office where there is a
contest shall be by written ballot. No nominations may be made from the floor.
Section 5: Whenever there shall be a contest for any office, the ballot shall contain
with equal prominence the names of the candidates of the Nominating Committee and
those submitted by petition, including the number to be elected for said office.
Section 6: In the event of a contest for any office, the Chairman shall appoint no less
than three inspectors prior to or at the annual meeting. None of the appointed inspectors
shall be nominees for any office. It shall be their duties to conduct the voting and the
counting of the secret ballots and to report the results thereof at the annual meeting.
ARTICLE IX
Nominating Committee
Section 1: The Nominating Committee shall consist of three (3) active members of the
Association appointed for a two-year term by a vote of the Board of Directors. At least
one of the members of the Nominating Committee shall be a member of the Association
but not a member of the Board of Directors. Members of the Nominating Committee
shall serve for two (2) years.
Section 2: The Nominating Committee shall recommend to the Board of Directors
candidates for membership on the Board of Directors, the Officers of the Association and
members of the Nominating Committee.
Section 3. Unless designated in the election, the Nominating Committee shall elect
its own chairperson from among its member at their first meeting following the election.
Section 4. Members of the Nominating Committee shall not serve more than two
consecutive terms. Vacancies on the Nominating Committee shall be filled by a majority
vote of the Board of Directors. A member elected to fill a vacancy shall serve for the
predecessor's unexpired term.
Section 5. The Nominating Committee shall nominate, by separate vote for each
office, a slate of candidates for all elective offices of the Association, Board of Directors
and Nominating Committee, and shall obtain written acceptance from each candidate.
Section 6. The Chairperson of the Nominating Committee shall deliver the
Committees slate of nominees to the Secretary as provided in Article IX, Section 1.
ARTICLE X
Committees
Section 1. At the first meeting of the Board of Directors after the annual meeting, the
President shall appoint the Chairperson of each Standing Committee of the Association.
The Chairperson of each Committee, with the consent of the President, may appoint such
members of the Association to such committee as he/she sees fit.
Section 2. The Standing Committees of the Association shall include Equipment,
Fundraising, By-Laws, Budget, Scholarship, Dinner, Scheduling, Election, Snack Stand,
Insurance, Tournament/ Field Rental, Buildings and Plant and Travel and Recreation.
Section 3: Quorum
A majority of the members of each Standing Committee shall constitute a quorum
thereof.
Section 4: Chairpersons
Chairpersons for the standing committees shall be appointed annually by the President
from those members of the Board who are not on the Executive Committee, except where
noted otherwise.
Section 5: Committee members
Committee members must be active members of the Association. Each chairperson shall
select at his discretion at least two members of the Association to serve on the committee.
Members may serve on more than one committee, or as an officer or administrator and on
a committee.
Section 6: Meetings
Each standing committee is required to meet formally at least three times prior to the
Annual Meeting. A committee member should be delegated to take attendance and
minutes at any meetings of the committee.
Section 7: Annual Report
Prior to the Annual Meeting, each committee chairperson shall file a written report with
the Secretary of the Association on the committee’s membership, activities, and
recommendations. The Secretary shall make such reports available to any Association
member at his request.
Section 8: The duties and responsibilities of the Standing Committees shall be as
follows:
a. The duties of the Equipment Committee include, but are not limited to, the
following:
1. Prepare yearly inventory for presentation to the Board of Directors
2. Obtain bids for uniforms and equipment
3. Coordinate the purchase of equipment
4. Purchasing awards and trophies for the Association.
b. The duties of the By-Laws Committee include, but are not limited to, the
following:
1. Regularly review the By Laws of the Association and recommend
proposed revisions to the Board of Directors
c. The duties of the Budget Committee include, but are not limited to, the
following:
1. Prepare annual financial statement
2. Prepare budget for upcoming season
3. Recommend registration fees to the Board
4. Monitor Association expenses during the year
d. The duties of the Scholarship Committee include, but are not limited to, the
following:
1. Notify the school district as to availability of scholarship funds
2. Select one or two candidates to receive the Association scholarship
award
e. The duties of the Dinner Committee include, but are not limited to, the
following:
1. Plan and coordinate the annual awards dinners including site
election, dates, ticket sales and scheduling of dinners
2. Plan and coordinate the Coach's “Thank You Dinner”
f. The duties of the Scheduling Committee include, but are not limited to, the
following:
1. Coordinate the recreational team game schedule
2. Distribute schedules to all coaches
3. Assign coverage of snack stand volunteers
g. The duties of the Election Committee include, but are not limited to, the
following:
1. Maintain a list of the current board membership status
2. Maintain an updated list of trustee and officer terms and
eligibility
h. The duties of the Snack Stand Committee include, but are not limited to, the
following:
1. Maintain and prepare the snack stand for all league games and
tournaments
2. Prepare a snack stand work schedule for all board members
3. Recommend improvements to the snack stand
4. Collect and deposit all snack stand receipts
5. Manage all merchandise sold by the Association
i. The duties of the Insurance Committee include, but are not limited to, the
following:
1. Verify insurance coverage for all players
2. Coordinate insurance claims
j. The duties of the Tournament and Field Rental Committee include, but are
not limited to, the following:
1. Coordinate field rentals, including contracts and fees
2. Choose a tournament date for Association tournament
3. Assume responsibility for fees, trophies, awards and any
tournament sales
4. Schedule teams in the Association tournament
k. The duties of the Buildings and Plant Committee include, but are not
limited to, the following:
1. Coordinate field and building complex improvements
2. Arrange and coordinate improvements to the fields. The
Committee shall obtain at least three (3) bids for each field and
building project and obtain award approval from the Board of
Directors
l. The duties of the Travel and Recreation Committee include, but are not
limited to, the following:
1. Assign coordinators to act as liaisons for coaches
2. Enforce recreational soccer rules and regulations
3. Manage player and family records of all members
Section 9: Special Committees
The President, or a majority vote of the Board, may establish other committees for
specific purposed as necessary. The chairperson may be any active member of the
Association, and the committee may meet as required for its purpose. A report on its
membership and activities shall be submitted to the Annual Meeting. The committee
shall terminate at the completion of its assignment or at the next Annual Meeting.
Section 10. The Chairperson of each Standing Committee shall designate a member of
that Committee who shall record and file the proceedings of each meeting for distribution
to the Board of Directors. Other Committee members shall be appointed as described in
Section 1.
ARTICLE XI
Indemnification of Directors, Officers and Committee Members
Section 1. Any and every person made a party to any action or proceeding by or in
the right of the Association to procure a judgment in its favor by reason of the fact that
he/she, his/her testator or intestate, is or was a Director, Officer or Committee Member,
may be indemnified by the Association to the fullest extent permitted by law, against any
and all reasonable expenses, including attorney's fees, actually necessarily incurred by
him/her in connection with any appeal therein, except in relation to matters as to which it
shall be adjudged in such action, suit or proceeding that such Director, Officer, or
Committee Member has committed a material breach of his/her duty to the Association.
Section 2. Any and every person made a party to any action, suit, or proceeding other
than one by or in the right of the Association to procure a judgment in its favor, whether
civil or criminal, by reason of the fact that he/she, his/her testator or intestate, was a
Director, Officer, or Committee Member, may be indemnified by the Association, to the
fullest extent permitted by law, against expenses, including attorneys' fees, actually and
necessarily incurred as a result of such action, suit or proceeding, or any appeal therein, if
such person acted in good faith for a purpose which he reasonably believed to be in the
best interest of the Association and in criminal actions or proceedings, in addition, had no
reasonable cause to believe that his/her conduct was unlawful.
ARTICLE XII
Conflict of Interest
Section 1. All members of the Board of Directors shall remain free and
unencumbered from any conflicts, which would affect their decision-making authority,
ability and responsibility as Board Members. The provisions of this policy and procedure
shall apply to all members of the Board and all members of the Standing Committees
established by the Board in furtherance of its work.
Section 2. No member shall be permitted to vote on any matter directly concerning
any corporation, association or other agency of which that member is either a member of
the Board, an Officer, paid consultant or an employee. The Board Member's presence
may not be counted in determining a quorum for any vote for any matter in which he or
she has a possible conflict of interest.
Section 3. Any Board Member who has, will have or later acquires an interest in any
actual or proposed contract with the organization of which he is an officer and employee,
shall publicly disclose the nature and extent of such interest, in writing, as soon as he has
knowledge of such actual or prospective interest. Such written disclosure shall be made
part of and set forth in the official record of the proceedings of such body.
Section 4. Once disclosure has been made by a Board Member with respect to an
interest in a contract with a particular person, firm, corporation or association, no further
disclosure need be made by such member with respect to additional contracts with the
same party during the remainder of the fiscal year.
ARTICLE XIII
Amendments
Approved by Board of Directors: August 3, 2006
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