Waldorf Soccer Club By-Laws

Approved 21 December 2004 and Amended 6 Dec 05, 5 Dec 06, 18 Dec 07, 9 Dec 08, 8 Dec 09, 14 Dec 10 & 17 Dec 13

 

BY-LAWS

OF THE

WALDORF SOCCER CLUB

 

ARTICLE I – AFFILIATION

The Waldorf Soccer Club (hereinafter referred to as Waldorf SC or the Club) shall be an affiliate of the Maryland State Youth Soccer Association (MSYSA). The Waldorf SC shall be subject to the authority of the MSYSA, MSYSA’s governing bodies, and the Federation International de Football Association (FIFA).

The Club shall exercise, through its Executive Board, all such powers as may be required in the furtherance of its stated purpose, as not inconsistent with the Constitution, By-Laws and regulations of the MSYSA, MSYSA’s governing bodies, FIFA and/or the laws of relevant jurisdiction.

All players, coaches, teams and administrators will be registered seasonally with MSYSA. The Club will pay all dues and fees to MSYSA on a timely basis.

 

ARTICLE II – POWERS

The Waldorf SC shall have the power to sue and to be sued.

The Club shall have the power to hold, receive, lease and purchase such real estate and personal property as may be requisite and expedient for its purposes; and to sell, leave, encumber and dispose of such property.

The Club shall have all powers granted to non-stock, non-profit corporations by the general laws of the State of Maryland. In particular, but without limitation of the foregoing, the Club shall not have or issue shares of stock or pay dividends. No part of the Clubs earnings or assets shall inure to the benefit of, or be distributed to members, officers, directors, offices or other private person.

The Club shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its authorized purposes.

 

ARTICLE III – MEMBERSHIP

Section 1. Member Definition

The members of the Waldorf SC shall include all persons actively involved in the conduct of the Clubs’ operation as a player, coach, assistant coach, volunteer, Executive Board member, parent, sibling, sponsor or any other person deemed as such by the Executive Board.

 

Section 2. Procedure for Obtaining Membership

Member registration will occur three times per year, once in the December to February time frame (for the spring season), once in the September to December time frame (for the winter season) and the other in the May to July time frame (for the fall season).

Member registration will be conducted in one of three ways. On-line registration will occur through the Club website over a period to be determined by the Executive Board. Walk-in registration will occur at a place, time and date to be determined by the Executive Board. Mail-in registration will occur over a period to be determined by the Executive Board. The Executive Board shall notify the members of all registration details in a timely manner.

Each application for membership shall be in a form approved by the Executive Board and shall provide that the applicant agrees to abide by the Constitution, By-Laws, and Rules and Regulations of this Club, as well as the MSYSA.

 

Section 3. Recommendation of Procedures, Rules and Fees

The Executive Board shall annually recommend to the membership the procedures, rules and fees required for enrollment in the Club.

 

Section 4. Voting

Each member, age 18 or older, shall be entitled to one vote on each matter submitted to the general membership for consideration.

 

Section 5. Transfer and Termination

Membership in the Waldorf SC is not transferable and cannot be assigned.

Termination for any reason (including without limitation: transfer, death, expulsion, or suspension of active membership in good standing) shall automatically and immediately terminate membership in the Waldorf SC. No terminated member shall have any further right, title, or interest in the Waldorf SC or in the privilege or membership therein.

 

Section 6. Non-Discrimination Policy

No member of the Waldorf SC shall discriminate against any individual on the basis of race, color, religion, age, sex or national origin.

 

ARTICLE IV – EXECUTIVE BOARD/OFFICERS

Section 1. Composition of the Executive Board

The Executive Board shall be composed of (in order of precedence) the President; the Vice President, Programs; the Vice President, Operations; the Treasurer, Secretary, Registrar, and two (2) At-Large Positions.

The Vice President, Programs shall appoint one representative from each of the following leagues to serve as liaison between the Club and the respective league: the National Capital Soccer League (NCSL) Representative, the Washington Area Girls Soccer League (WAGSL) Representative, and an Intermediate League Representative (i.e. Baltimore Beltway Soccer League (BBSL), Central Maryland Short Sided League (CMSSL), etc).

 

Section 2. Terms of Office / Compensation

Members of the Executive Board shall serve for a term of twenty-four months or until their successors shall be elected. A term of office shall begin on 1 January and end on 31 December, two years hence. The President; the Vice President, Operations; the Secretary, and the first At-Large shall be elected in December of even-numbered years. The Vice President, Programs; the Treasurer, Registrar, and the second At-Large shall be elected in December of odd-numbered years.

If an Executive Board Member loses their membership in the Waldorf SC, for any reason, they shall automatically and immediately terminate their membership on the Executive Board.

Executive Board members shall not receive any compensation for their services.

 

Section 3. Responsibilities of the Executive Board

The Executive Board shall be responsible for and have final authority, except as otherwise provided, for:

a. Enforcing and interpreting the Constitution and By-Laws;

b. the establishment, enforcement, and interpretation of regulations prescribing rules of play, play eligibility, conduct of players, teams (including parents and bystanders), and game officials for matches either conducted or sanctioned by this Club;

c. the establishment of rules and regulations for specific cases not provided for elsewhere, but which are deemed necessary by the Executive Board;

d. authorizing any officer, agent or agents of the Club to enter into any contract or to execute and deliver any instrument in the name of, and on behalf of the Waldorf SC (such authority may be general or confined to specific instances);

e. accepting, on behalf of the Waldorf SC, any contribution, gift, bequest or device for the general purposes or for any special purpose of the Waldorf SC;

f. selecting appropriate banks, trust companies or other depositories that are federally insured for the deposit of Waldorf SC funds;

g. the conduct of the day-to-day affairs of the Club pursuant to the directives of the membership; and

h. the ratification of appointments made by the President regarding the officers, committees, committee chairs and agents of the Club.

 

Section 4. Duties of the Executive Board Members
 

a. President - the duties of the President shall be as follows:

1. Preside at all meetings;

2. appoint (and relieve for cause) all committee chairs, with approval of the Executive Board;

3. vote only in the event of a tie or to effect a tie at committee and Executive Board meetings;

4. represent the Club at Charles County and MSYSA meetings, conventions and workshops;

5. serve as a signatory authority for all checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Waldorf SC;

6. serve as an ex-officio member of all committees; and

7. submit an annual report (due by 31 December) to the general membership of the Club.

 

b. Vice President, Programs - the duties of the Vice President, Programs shall be as follows:

1. Assist the President in the performance of their duties;

2. serve the primary contact for Recreational, Travel and Futsal Programs;

3. assume the duties of the President in the absence of the President;

4. keep the Executive Board apprised of the activities of all travel teams that are bannered under the Waldorf SC;

5. ensure all travel teams sponsored by the Waldorf SC make timely payment to the Waldorf SC of any fees owed. If such fees are not paid in a timely manner, the Vice President, Programs will notify the appropriate travel league in sufficient time to warrant a refund to the Waldorf SC;

6. appoint one representative from each of the following leagues to serve as liaison between the Travel Representative and the respective league: the National Capital Soccer League, the Washington Area Girls Soccer League and an Intermediate League Representative (i.e. BBSL or CMSSL);

7. ensure all travel league meetings and events are attended by appropriate representatives and report back to the Executive Board any pertinent details from each meeting; and

8. ensure all offices subordinate to him or her complete all assigned tasks in a timely manner;

9. represent the Club at all Charles County meetings; and

10. perform any other duties assigned them by the President or Executive Board.

 

c. Vice President, Operations - the duties of the Vice President, Operations shall be as follows:

1. Assist the President in the performance of their duties;

2. oversee the day-to-day operations of the Club Recreational, Travel and Futsal Programs;

3. assume the duties of the President in the absence of the President, and the Vice President, Programs; 

4. The development, administration and execution of the Boy’s and Girl’s Programs within the Waldorf SC;

5. build teams and recruit coaches for the Boy’s and Girl’s Programs;

6. ensure all offices subordinate to him or her complete all assigned tasks in a timely manner inclusive of the Concession Stand Manager and Executive Director;

7. keep the Executive Board apprised of the activities of the Boy’s and Girl's Program; and

8. perform any other duties assigned them by the President or Executive Board.

 

d. Treasurer - the duties of the Treasurer shall be as follows:

1. have charge of all monies of the Waldorf SC;

2. keep a detailed account of income and expenditures;

3. submit a statement of the financial conditions of the Club at General Membership Meetings and Executive Board Meetings;

4. serve as a signatory authority for all checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Waldorf SC;

5. seek approval of the Executive Board (two-thirds majority) for any expenditure that, in total, exceeds $5,000.00 (except for expenses relating directly to the operation of the season);

6. prepare the Club’s accounts and books so as to be ready for inspection by the Executive Board or any authorized auditors at any time;

7. maintain the books in such a fashion so as to allow inspection by any member, their agent or attorney for any proper purpose at any reasonable time;

8. insure all expenditures of the Club (previously approved by the President and/or Executive Board) are adequately substantiated with appropriate invoices, vouchers and other receipts.

9. perform any other duties assigned them by the President or Executive Board.

 

e. Secretary - the duties of the Secretary shall be as follows:

1. take all minutes of General Membership, Special, and Executive Board meetings and publish these minutes to the Club’s membership within two weeks after each meeting;

2. maintain the minutes in such a fashion so as to allow inspection by any member, their agent or attorney for any proper purpose at any reasonable time;

3. record all business transactions of the Club;

4. provide a seasonal listing of suspense items to each officer and monitor the completion of those items;

5. attend to the correspondence;

6. maintain the official registrar or roll of members and officers and their attendance at all meetings;

7. conduct a roll call vote, if necessary;

8. send out as may be necessary notification of all meetings, general, special, executive and otherwise;

9. keep up-to-date the Club Constitution, By-Laws and other governing Club documents; and

10. perform any other duties assigned them by the President or Executive Board.

 

f. Registrar - the duties of the Registrar shall be as follows:

1. Keep a complete record of all teams and players for the purpose of player registration, team affiliation and fee assessment;

2. conduct the Club membership drives prior to each season. The date for these drives shall be determined by the Executive Board;

3. turn over to the Treasurer any monies received during the registration process;

4. create and maintain a waiting list of players still desiring to participate in the Club. The duration for maintaining this waiting list shall be determined by the Executive Board;

5. collect and integrate all select team rosters into the Club database; and

6. perform any other duties assigned them by the President or Executive Board.

 

g. At-Large Positions - the duties of the two At-Large positions shall be as follows:

1. Maintain the Club library;

2. act as the liaison to the local and national newspapers that service Southern Maryland , facilitating any advertising or general announcement opportunities;

3. act as the liaison to the local cable company, facilitating any advertising or general announcement opportunities;

4. provide press releases to media outlets when warranted (to include weekly scores and standings). Act in the same capacity when requested by travel teams;

5. responsible for the development, production and distribution of one newsletter per season, the theme of which shall be set by the Executive Board;

6. take charge of making copies for all materials required for Club operations (i.e. registration, meetings, clinics, etc.);

7. Ensure the fields are prepared for play prior to the start of each season;

8. maintain the fields during the season, to include cutting the grass and lining the fields;

9. maintain the trailer and lawn mowing equipment owned by the Club;

10. maintain liaison with the Carrington Neighborhood Association and St. Peter’s Catholic Church (and with any other properties the Club maintains usage agreements); and

11. perform any other duties assigned them by the President or Executive Board.

 

Section 4. Non-Voting Agents of the Club

a. Executive Director - the duties of the Executive Director shall be as follows:

1. perform Scheduling and Scoring duties as follows

a. Receive field requests from all travel teams;

b. receive number of teams from the Boy’s and Girl’s Directors;

c. reserve practice fields for all in-house, county and travel teams;

d. reserve game fields for all in-house and travel teams;

e. receive and distribute field permits from the county;

f. assign practice fields for all in-house, county and travel teams;

g. construct the schedule of games for all in-house teams for each season;

h. organize, administer and execute picture day for each season; and

i. organize, administer and execute the scoring program for each season; and

j. perform any other duties assigned them by the President or Executive Board. 

2. perform Merchandising duties as follows

a. Develop, plan and execute the sale and marketing of Club merchandise;

b. develop new products and ideas and implement plans to bring them to the membership;

c. maintain the Club website for currency of merchandise available for sale to the membership;

d. work with the Registrar and serve as the POC for the season shirt order (to include soliciting bids on a yearly basis);

e. organize, administer and execute the coach’s equipment voucher program (or equivalent);

f. develop and implement plan to gauge Club interest in new products; and

3. perform any other duties assigned them by the President or Executive Board.

 

b. Concession Stand Manager - the duties of the Concession Stand Manager shall be as follows:

1. Perform duties as identified in the Club’s Concession Stand Standard Operating Procedures documentation, keeping the concession stand running on all scheduled game weekends;

2. provide modification/enhancement recommendations for the Club’s Concession Stand operating procedures and associated documentation;

3. schedule volunteers to staff the stand; or working the stand if no volunteers are available (Competitive teams); or closing the stand if manager or volunteers cannot work;

4. handle and deposit day’s sales receipts;

5. shop for any needed items and restocking concession stand prior to next weekends’ games;

6. acquire any required Permits & Inspections;

7. perform any other duties assigned them by the President or Executive Board.

 

Section 6. Removals and Vacancies

Any member of the Executive Board, any Officer or any agent of the Club may be removed from office and relieved of their duties by a two-thirds vote of those members present (and eligible to vote) at a duly constituted meeting of the general membership. Notice must be provided to the general membership of the impending action when notice of the meeting is given.

Any member of the Executive Board may be removed, as a member of the Executive Board, by a two-thirds vote of the Executive Board for missing two consecutive regularly scheduled Executive Board meetings or three meetings in one year without a valid excuse, as determined by the Executive Board.

All vacancies on the Executive Board may be filled (for the remainder of the existing term) by Club members appointed by the President and approved by a majority vote of the remaining members of the Executive Board, even though the number of remaining members of the Executive Board may be less than a quorum.

 

Section 7. Reports to Membership

Actions and policies adopted by the Executive Board shall be reported to the Club’s members after each meeting of the Executive Board by the publication of the minutes of each such meeting.

 

ARTICLE V - VOTING RIGHTS / MEETINGS

Section 1. Conduct of Business

All meetings shall be conducted in accordance with Robert’s Rules of Order, latest edition.

 

Section 2. General Membership Meetings

There shall be one general membership meeting held during the Spring season. This meeting will be held the first Tuesday after the last game of the season is scheduled (at the outset of the season) to be played. Make-up games shall not delay this meeting.

A second General Membership meeting shall be held the second Tuesday in December of each year. Normal business will be accomplished at this meeting. Additionally, Executive Board elections and proposed amendments to the Club’s governing documents will be addressed.

Eighteen members, including three Executive Board members, shall constitute a quorum for a General Membership meeting.  If less than a quorum shall be in attendance at the time for which the meeting shall be called, the business to be transacted at the meeting shall be accomplished by the current Executive Board members and there will be no Member voting.

Discussions, on any subject, shall be limited to approximately ten minutes. However, this time limitation may be lengthened or shortened at the discretion of the presiding officer.

Members of the Executive Board will not act as a voting representative for members. Voting by proxy shall not be permitted.

 

Section 3. Special Meetings

Special meetings of the general membership may be called by the President (with the concurrence of the Executive Board), a majority of the Executive Board, or by at least eighteen of the members of the Club. Members desiring to convene a Special meeting shall provide their request to the Executive Board in writing no later than ten days prior to the desired meeting.

Eighteen members, including three Executive Board members, shall constitute a quorum for a Special meeting.  If less than a quorum shall be in attendance at the time for which the meeting shall be called, the business to be transacted at the meeting shall be accomplished by the current Executive Board members and there will be no Member voting.

Discussions, on any subject, shall be limited to approximately ten minutes. However, this time limitation may be lengthened or shortened at the discretion of the presiding officer.

Members of the Executive Board will not act as a voting representative for members. Voting by proxy shall not be permitted.

 

Section 4. Notice of Meetings

With respect to General Membership meetings, the Secretary shall provide notice of a meeting of the Club to all members no less than thirty days in advance of the meeting date. Included with this notification shall be the date, time, place and agenda for the meeting and, for the December meeting, a list of candidates for elective office and any amendment proposed for the Club’s governing documents.

With respect to Special meetings, the Secretary shall provide notice of a meeting of the Club to all members no less than five or more than thirty days in advance of the meeting date. Included with this notification shall be the date, time, place and agenda for the meeting.

 

Section 5. Executive Board Meetings

The Executive Board shall meet on a monthly basis, with the first Thursday of every month as a target, and at other times upon the call of the President or a majority of the Board. The order of business and agenda shall be determined by the President.

A majority of the voting membership of the Executive Board shall constitute a quorum for the conduct of business.

The Executive Board may act on a matter without having a meeting, with the consent of all Executive Board members.

All meetings of the Executive Board shall be open to all Club members. Members attending Executive Board meetings shall be present in a non-participatory, non-voting capacity and shall provide advance notice to the President of their desire to attend.

Voting by proxy shall not be permitted.

 

ARTICLE VI - THE CLUB YEAR AND ELECTIONS

Section 1. Waldorf SC Year

The fiscal year of the Waldorf SC shall begin on 1 January and end on the following 31 December.

 

Section 2. Eligibility for Election to Office

No person may be a candidate in a Club election who has not been nominated.

Eligible members must be 18 years of age and in good standing with the Waldorf SC. Eligible members must have attended, within the previous twelve months prior to nomination for office, half of the total of all General Membership meetings. Special meetings and Executive Board meetings may be substituted to meet this requirement. Attendance at a meeting will be credited regardless if a quorum is met or not. This requirement may be waived if there are insufficient nominees for the position.

 

Section 3. Nominations

The presiding officer of each of the General Membership meetings will call for nominations from the floor. Any member present at either the spring or fall General Membership meeting may present a nomination from the floor.

Nominations may be brought forth to the Executive Board outside of the General Membership meeting forum. Each nomination shall be duly seconded.

Nominations will not be accepted after the conclusion of the fall season game schedule. Individuals may nominate themselves for office.

 

Section 4. Elections

Elections shall take place each year at the December General Membership meeting. Each contested office shall be voted separately. When there are multiple candidates for a single office, each candidate shall be afforded five minutes to address the membership. The nominated candidate receiving the highest number of votes for each office shall be deemed the winner of the election. Voting may, but need not be, by ballot.

 

ARTICLE VII - COMMITTEES

Section 1. Appointment and Removal

The President, with approval of a majority of the members of the Executive Board, shall each year appoint such standing and special committees as may be necessary to advance the work of the Club. The chair of each committee shall be designated by the President with approval of a majority of the members of the Executive Board. Any member of the Waldorf SC may serve as a committee member or chair. Any person appointed to a committee, subject to this article, may be removed for good cause by the vote of a majority of the members of the Executive Board.

 

Section 2. Responsibilities

The responsibilities of each committee established under this article shall be as determined by the Executive Board by resolution. All committee chairpersons shall, upon the request of the Executive Board, prepare a proposed budget and shall submit that budget to the Executive Board at such time as may be required. Committee chairpersons may be required to attend all General Membership meetings and Executive Board meetings to update both entities with progress of the committee.

 

ARTICLE VIII - ADJUDICATION

Section 1. Authority of the Executive Board

a. The Executive Board shall have final jurisdiction over all matters arising from the enforcement and administration of the Constitution, By-Laws, rules and policies and procedures of the Club. Additionally, the Executive Board shall have final jurisdiction over protests and appeals of decisions involving misconduct or violations of the rules or regulations of the Club. Lastly, the Executive Board shall have final jurisdiction relating to incidents of alleged violations of any principles or code of conduct adopted by this Club.

b. The Executive Board may grant to an Adjudication Committee the authority to exercise initial review of matters pertaining to the above delineated jurisdiction, while retaining final, discretionary authority to review the decisions of such Committee.

c. The Club will provide equitable and prompt hearing and appeal procedures to guarantee the rights of individuals to participate and/or compete.

d. A party involved in a proceeding before the Club must exhaust all protest and appeal procedures of the Club prior to bringing an appeal to the MSYSA.

e. The Club retains the authority to initiate proceedings at its own initiative in all matters relating to alleged violations of its rules, policies and procedures.

f. All decisions of the Executive Board relating to actions taken pursuant to this Article shall be by majority vote of the Executive Board present and voting. Final decisions shall be in writing and shall be made available to all parties in interest.

 

Section 2. Adjudication Committee

a. The Executive Board may establish an Adjudication Committee and may delegate to such Committee by resolution, such authority as the Executive Board shall deem necessary to carry out the provisions of this Article. It is recommended the Adjudication Committee consist of six persons including one Boy’s program coach, one Girl’s program coach, one travel coach and one parent not associated with operating a team.

b. The Executive Board shall establish in writing the rules and guidelines under which the Adjudication Committee shall function, including rules which insure that all parties in interest to a matter considered by the Adjudication Committee be afforded due process.

c. All decisions of the Adjudication Committee shall be by majority vote of those Adjudication Committee members present and voting. All decisions shall be in writing and shall be made available to all parties in interest in a timely fashion.

d. All decisions of the Adjudication Committee may be appealed to the Executive Board subject to the procedure in Section 3 of this Article.

 

Section 3. Procedure for Protests and Appeals

a. All protests and appeals shall be filed in writing with the Executive Board and shall be postmarked no later than 48 hours after notification of the decision or action from which the protest or appeal is taken. The notice of protest or appeal filed with the Club shall describe specifically the decision or action being protested or appealed and shall contain a detailed statement of the basis or grounds for the protest or appeal.

b. Upon receipt of a written notice, initial authority to review and/or hear the protest or appeal shall rest with the Adjudication Committee, if one has been appointed; otherwise all protests and appeals shall be heard as designated by the Executive Board. The Adjudication Committee or such other body hearing a protest or appeal shall render a decision as soon as practicable under the circumstances. In the case of a protest or appeal from the decision of the Adjudication Committee, the Executive Board may, at its discretion, hold a hearing at which all parties in interest are given the opportunity to appear. If a hearing is not held, the Adjudication Committee or the Executive Board may afford all parties in interest an opportunity to submit appropriate information for consideration by the Adjudication Committee or Executive Board in ruling on the protest or appeal.

c. The Executive Board may affirm, modify, reverse or choose not to review any decisions made by the Adjudication Committee.

 

Section 4. Instituting Legal Proceedings

The Waldorf SC recognizes the right of Club members (i.e. teams, players, coaches, administrators, spectators, referees, etc.) to obtain third party assistance or to institute legal proceedings to resolve an issue. However, before any member obtains any type of outside assistance, they must first exhaust all administrative remedies made available by the Waldorf SC first, then the MSYSA, and then the United States Youth Soccer Association; in that order. Any deviation may result in disciplinary action.

 

ARTICLE IX - BUDGET AND FEES

Section 1. Budget

The Treasurer, along with the President, shall prepare a proposed annual budget for review and recommendations by the Executive Board and for approval by a majority vote at the December General Membership meeting.

 

Section 2. Fees

The Treasurer, along with the President, shall recommend a proposed schedule of recreational program registration and late fees for review and recommendations by the Executive Board and for approval by a majority vote at the December General Membership meeting.

The Treasurer, along with the President, shall recommend a proposed schedule of travel program registration and late fees for review and recommendations by the Executive Board and for approval by a majority vote at the first General Membership meeting held after the conclusion of the spring session of the soccer year (i.e. May or June).

 

Section 3. Player Registration Fees

All player registration fees are due and payable at the time of registration. Late fees will be assessed. Checks that will not clear due to insufficient funds will have the returned check fee assessed to them as penalty. Players will not be allowed to participate in Club activities until sufficient funds are available.