Ottumwa Soccer Club

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Modified and Adopted at the Annual General Meeting on January 28, 2003

ARTICLE I

The principal office of the Ottumwa Soccer Club (the CLUB) shall be located at all times in the City of Ottumwa, Iowa. Formerly the club was known as the Southern Iowa Soccer Association.

Section 1. General Purpose. This club is organized for the purpose of furthering and promoting the development of soccer in the City of Ottumwa, Iowa, and surrounding communities for children and their families through education, organization and training of residents in the area. We hope to receive gifts, legacies and donations from any source to be used solely for the promotion of health, welfare, education and recreation of the children of Ottumwa and the surrounding areas through the organization of this club. The bylaws, policies and procedures of the CLUB must be consistent with those of the State Association (ISA), USYSA, and the USSF.

Section 2. Funds. The CLUB may charge fees and accept personal, corporate and government gifts to secure the funds necessary for the activities of the CLUB, as well as provide for the maintenance, improvement, and/or acquisition of real estate for the performance of this CLUB’s stated purpose.

Section 3. Non-profit Status. This CLUB is not organized for pecuniary profit and it shall not have any power to issue certificates of stock, dividends or ownership certificates. No part of the net earnings of the CLUB shall inure to the benefit of any member, director, officer or individual. The balance, if any, of all funds received by the CLUB from its operations, after full and complete payment of all debts and obligations shall be held, accumulated, used and distributed exclusively for carrying out the purpose of the CLUB, consistent with the laws and regulations applicable to tax exempt, nonprofit organizations under the Internal Revenue Code of 1954 [501(c)(3)], as amended and the laws of the State of Iowa.

Section 4. Non-discrimination. No person shall be denied membership or participation in the activities of the CLUB due to race, sex, sexual orientation, religion, or national origin.

Section 5. Scholarship Grants. In furtherance of the stated purpose of this CLUB, the Board of Directors shall establish guidelines concerning the granting of registration and equipment acquisition scholarships so as to ensure that no child in the geographic area of the CLUB is denied or precluded from participating in the sport due to economic hardship or lack of sufficient economic resources.

Section 6. Geographic Area of Club Activities. The geographic area from which the CLUB’s activities are to be located shall be Ottumwa, Iowa, or such other areas as the Board of Directors may from time to time determine.

Section 1. Qualifications for Membership. Membership in the CLUB shall be granted to:

     a) A parent or legal guardian of each soccer player for whom a membership fee has been paid or for whom a scholarship grant has been received;

     b) Coaches and Assistant Coaches of all CLUB soccer teams;

     c) All officers, directors or coordinators of the CLUB;

     d) Any soccer players, coaches, trainers, managers, administrators, and officials not subject to suspension under section 4 of USSF Bylaw 241; and

     e) Any amateur soccer organization in the territory of the CLUB.

Section 2. Membership Status. All members in the CLUB are also members of the ISA and the USYSA. ISA articles of incorporation, bylaws, policies, and requirements take precedence over and supercede the governing documents of the affiliated member to the extent applicable under state law. The CLUB will abide by the articles, bylaws, policies and requirements of the ISA. The CLUB will not join any organization that has requirements that conflict with the ISA’s articles, bylaws, policies and requirements. The CLUB will register all of its players and coaches with the ISA at least once each year and timely pay all dues and fees of the ISA. The CLUB shall provide each August to the ISA copies of changes to the constitution, bylaws and other governing documents as well as copies of year-end financial statements. Copies of these documents shall also be made available to the membership of the CLUB.

Section 3. Annual Meeting. The CLUB shall have an annual general meeting of its members for the purpose of electing directors and for the transaction of other business. The Board of Directors shall determine the date, time and location of that meeting. Written notification by mail, e-mail, newsletter, local newspaper or posting at the field shall be made at least thirty (30) days prior to the annual general meeting.

Section 4. Special Meetings. The Board of Directors may call a special meeting of the membership at any time they deem necessary. Written notice of the meeting (by mail, e-mail, newsletter, local newspaper or posting at the field) will be given at least thirty (30) days in advance of the Special Meeting.

Section 5. Quorum. Ten (10) members or 10% of the number of members (whichever is smaller) must be present to constitute a quorum for the transaction of business at any meeting of the Membership. Action of the Membership shall be by majority vote of those present, unless otherwise provided by these bylaws.

Section 6. Organization. The President of the CLUB shall call the meetings of Membership to order and act as chairperson thereof. In the absence of the President, the Vice-president of the CLUB shall act as chairperson of the meeting. The Secretary of the CLUB shall act as Secretary of all meetings of the membership, but in the Secretary’s absence, the presiding officer may appoint any person to act as Secretary of the meeting.

Section 7. Order of Business. The order of business at all meetings of the Membership shall be determined by the presiding officer.

Section 8. Balloting. Upon the demand of any member, the vote upon any question before the meeting shall be by ballot. The vote will be conducted in a one ballot for each voting member method. If such demand is made, the presiding officer shall appoint inspectors of election, not to exceed three (3) in number, to receive and take charge of ballots. No director or candidate for the office of director shall be appointed as inspector.

Section 9. Rules. All Meetings of the Membership shall be conducted in accordance with Robert’s Rules of Order.

Section 10. Proxies. Voting by proxy is prohibited.

Section 11. Participation in Meetings. Any member of the CLUB shall have the right to attend and speak at all meetings of the CLUB and the Board of Directors. However, voting privileges may only be exercised by a member at the Annual Meeting of the Membership and should any member seek to protest a game, disciplinary action at a game or complain about any coach, referee or other CLUB volunteer, a request must be made to the Secretary at least five (5) days prior to any meeting of the Board of Directors.

Section 12. Termination of Membership Status. Membership in the CLUB for any member hereof shall be terminated:

     a) For the failure of any member to remain in good standing with respect to the prompt payment of all fees and charges;

     b) For a member’s disregard, violation or breach of the rules and regulations of the CLUB;

     c) For sexual or physical abuse of any player or member; or

     d) Upon a two-thirds (2/3) vote of the Board of Directors.

Section 1. General Powers. The business and affairs of the CLUB shall be managed by its Board of Directors. These powers include, but are not limited to:

     a) To purchase, take, receive lease, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated for the benefit of the CLUB.

     b) To sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of the CLUB’s assets (such as soccer equipment, field maintenance material, etc.)

     c) To make contracts and guarantees and incur liabilities, borrow money at such lawful rates of interest as the Board of Directors may determine.

    d) To elect or appoint officers and agents of the CLUB who may be directors of members, and define their duties.

    e) To make and alter the Bylaws for the administration and regulation of the affairs of the CLUB.

     f) To indemnify any director or officer or former director or former officer or volunteer of the CLUB as is provided herein.

     g) To cease CLUB activities.

     h) To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the CLUB is organized.

Section 2. Number and Tenure. The number of directors for the CLUB shall be no less than three (3) nor more than eleven (11) and such ex officio, non-voting persons as may be appointed by the Board of Directors from time to time. Directors of the CLUB shall take office at the close of the meeting at which they are elected by the Membership at the applicable annual general meeting, or immediately upon appointment by the Board in order to fill a vacancy. Directors shall serve two-year staggered terms of office. An initial term schedule shall be established by the Board of Directors at their first meeting following the adoption of this amended set of bylaws. This implies that approximately one half of the directors will serve an initial term of one year only. No term limits have been established.

Section 3. Qualifications for Board Membership. Any member of the CLUB over eighteen (18) years of age shall be eligible for election to the Board of Directors. In order to promote and foster as wide and varying participation in CLUB Activities as possible, it is preferable that no two members from the same household or individuals related within the third degree on consanguinities serve on the Board of Directors at the same time. The provisions of Section 3 are not, however, to be interpreted as a prohibition of such service.

Section 4. Regular Meeting. There shall be at least six (6) regular meetings of the Board of Directors as deemed necessary by the Board of Directors. The Board of Directors may change by a majority vote the day of the week upon which these regular meetings are to be held without amendment to this Bylaw. These meetings shall be held without other notice.

Section 5. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any five (5) members of the Board of Directors.

Section 6. Notice. Notice of any special meeting of the Board of Directors shall be given at least twenty-four (24) hours previously thereto by oral, telephonic, e-mail or written notice, delivered or mailed, to each Director at her/his address on file with the CLUB.

Section 7. Conflict of Interest. No contract or other transaction between the CLUB and one or more of its Directors or any other corporation, firm, association or entity in which one or more of its Directors are Directors or Officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such Director or Directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or their votes are counted for such purpose, if any of the following occur:

     a) The fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested Director.

     b) The fact of such relationship or interest is disclosed or known to the Board Members entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent.

     c) The contract or transaction is fair and reasonable to the CLUB.

Section 8. Informal Action by Board of Directors. Any action required to be taken at a meeting of the Board of Directors may be taken without a meeting of the Board of Directors if written consent setting forth the action so taken shall be signed by all of the members of the Board of Directors. Such written consent shall have the same force and effect as a unanimous vote of the Board of Directors and may be stated as such in any article or document.

Section 1. Number. The officers of the CLUB shall be a President, a Vice President, a Secretary, a Treasurer and a Registrar. No two or more offices may be held by the same person.

Section 2. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by a two-thirds (2/3) majority vote of the Board of Directors whenever in its judgment the best interests of the CLUB would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 3. Vacancies. Any vacancy in office, occurring during the year through death, resignation or other cause, may be filled for the unexpired portion of the term by a majority vote of the Board of Directors at any special meeting or regular meeting thereof.

Section 4. President. The President shall be the principal executive officer of the CLUB and shall in general supervise and control all of the business and affairs of the CLUB. He shall preside, when present, at the Annual Meetings of the Membership. The President of THE CLUB shall have the following duties and responsibilities: 1) To oversee and coordinate the activities of THE CLUB, the Board of Director, and designee(s) of the Board of Directors; 2) To preside at all Board and membership meetings; 3) To serve (or delegate to other Board members to serve) as an ex-officio member of all THE CLUB’S committees, except the Nominating Committee; 4) To appoint special or ad hoc committees, subject to Board approval; 5) To sign money disbursements made in the name of THE CLUB; 6) To appoint, subject to ratification by the Board, Chairs and other members of all standing committees, except where otherwise provided; 7) To perform all other duties as shall be necessary to promote and uphold the welfare of youth soccer and to positively affect "the good of the game" within the State of Iowa; 8) To rule on disputes of the membership with regard to procedures and interpretation of the bylaws.

Section 5. Vice President. In the absence of the President, in the case of the resignation of the President, or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall also have the power to sign money disbursements made in the name of THE CLUB.

Section 6. Treasurer. The Treasurer of THE CLUB shall have the following duties and responsibilities: 1) To ensure the sound financial operation of THE CLUB; 2) To oversee the financial (including budget process) policies and procedures for THE CLUB; 3) To sign money disbursements made in the name of THE CLUB; 4) To present a statement of account at every regular meeting of THE CLUB or the Board and at other times when requested by the Board and make a full report at the Annual General Meeting; 5) To serve as Chair of the Finance Committee.

Section 7. Secretary. The Secretary shall keep the minutes of the Membership and of the Board of Directors Meetings in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the CLUB records; establish, maintain and update for the benefit of the Membership a manual containing rules, regulations and policies of the CLUB; keep a register of the post office address of each member, sign with the President or Vice-president, oversee communication between the CLUB and its members to ensure that all are kept informed of the activities of the CLUB, and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or the Board of Directors. In the performance of his/her duties and responsibility, he/she may delegate his/her authority to other officers or agents of the CLUB with the approval of the President or the Board of Directors.

Section 8. Registrar. The Registrar of THE CLUB shall have the following duties and responsibilities: 1) To be responsible for the registration of THE CLUB’S members and the certification thereof; 2) To be responsible for enforcing all State and National Rules, Bylaws, and policies and procedures governing player registration and team assignment; 3) To be responsible for the storage and maintenance of records of THE CLUB regarding the registration of teams and players within THE CLUB, and ensure the confidentiality of player information; 4) To inform THE CLUB of the activities of the STATE ASSOCIATION as it relates to tournaments, clinics, rule changes, and other matters of interest to THE CLUB; 5) To register all the players and coaches of THE CLUB with the ISA at least once each year and timely pay all dues and fees of the ISA.

Section 9. Risk Management Coordinator. The President shall appoint a Risk Management Coordinator whose duties include: 1) To distribute and collect disclosure forms and return copies to the ISA office; 2) To insure that all disclosure forms are complete and legible; 3) To assist in investigating complaints of abuse and report the findings to the President and to the ISA; 4) To conduct background checks outlined in the risk management policy of the ISA; 5) To report any positive results from a background check; 6) To insure all disclosure forms are received, filed, and kept confidential; 7) To serve as a liaison to the RMC of the ISA.

Section 10. Other Officers. Any other officers elected by the Board of Directors shall have such duties as may be assigned to them by the Board of Directors or the President.

Section l. Standard of Conduct. Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the CLUB) by reason of the fact that he/she is or was a director, officer, employee or agent of the CLUB, or is or was serving at the request of the CLUB as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise, shall be indemnified to the following extent and under the following circumstances:

     a) In an action, suit or proceeding other than an action by or in the right of the CLUB, such person shall be indemnified against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the CLUB, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding, judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the CLUB, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

     b) In an action, suit or proceedings by or in the right of the CLUB, such person shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the CLUB and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the CLUB unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

Section 2. Conditions for Indemnification. Any indemnification under this Bylaw (unless ordered by a court) shall be made by the CLUB only:

     a) To the extent that a director, officer, employee or agent of the CLUB has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in paragraph (a) and (b) of Section 1 above. Such determination shall be made by (1) the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to the action, suit or proceeding, or (2) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested Directors so directs, independent legal counsel in a written opinion, or (3) the Membership.

Section 3. Payment of Expenses. Expenses, including attorney’s fees, incurred in defending a civil or criminal action, suit or proceeding may be paid by the CLUB in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in Section 2 (b) above upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he/she is entitled to be indemnified by the CLUB as authorized in this Bylaw.

Section 4. Indemnification under Bylaws not Exclusive. The indemnification herein provided shall not be deemed exclusive of any other rights, which those indemnified may be entitled under any Bylaw, agreement, vote of the Membership or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executor, and administrator of such a person.

Section 5. Insurance. The CLUB shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the CLUB, or is or was serving at the request of the CLUB as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the CLUB would have the power to indemnify him/her against such liability under the provisions of this Bylaw.

Section 1. Protests. The CLUB’s President shall appoint a Disciplinary Committee to decide matters that involve the suspension or ejection of a player, coach or referee. The Disciplinary Committee shall report to the President immediately after a decision has been reached. Implementation of the Committee’s recommendations shall begin immediately upon notification of the President. A report of the Committee’s actions shall be made by the Board member chairing the Committee at the first subsequent meeting of the Board. Any case that cannot be resolved by the Committee shall be referred automatically to an appeals committee as described in Article VII, Section 2.

Section 2. Appeal. A player, coach or referee wishing to appeal an ejection or suspension must notify the CLUB’s President in writing within ten (10) days of the decision of the Disciplinary Committee. The President shall then appoint an appeals committee of five (5) persons to adjudicate the appeal. This committee shall include three (3) Board members (other than the President and the Board member chairing the Disciplinary Committee) and two (2) other than the two CLUB members serving on the Disciplinary Committee). None of these CLUB members shall have a conflict, apparent or implied, with the case to be decided. The decisions and recommendations of the committee must be approved by the Board prior to implementation. Any case that cannot be resolved by the appeals committee shall be referred to the next level of authority with the organizations with which the CLUB is affiliated.

Upon the dissolution of the CLUB, the Board of Directors shall after paying or making provisions for the payment of all its liabilities of the CLUB, dispose of all of the assets of the CLUB exclusively for the purposes of the CLUB in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time of dissolution qualify as an exempt organization or other organization under S 501 (c ) (3) of the Internal Revenue Code of 1954, as amended, (or the corresponding provisions of any future United States Internal Revenue law) as the Board of Directors shall determine. Any of such assets not disposed of shall be disposed of by the Iowa District Court for Wapello County, exclusively for such purposes for such organization or organizations as that Court shall determine, and which are organized and operated exclusively for such purposes.

ARTICLE IX

Section 1. Fiscal Year. The CLUB fiscal year shall be on a calendar year basis from January 1 through and including December 31.