Panthers United Soccer Association
BYLAWS OF THE PANTHERS UNITED SOCCER ASSOCIATION
ARTICLE 1 - INTRODUCTION
DEFINITION OF BYLAWS
1.01 These Bylaws constitute the code of rules adopted by the Panthers United Soccer Association for the regulation and management of its affairs.
PURPOSES AND POWERS
1.02 This Corporation will have the purposes or powers as stated in its Articles of Incorporation and whatever powers are or may be granted by the Nonprofit Corporation of Law of 1988 of the
The primary purpose of this Corporation is to promote and further soccer on the youth and adult level in and around
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its directors, officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Section 501 © (3) purposes. 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, any political campaign on behalf of any candidate for public office, including the publishing or distribution of statements.
Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation/organization, contributions to which are deductible under Section 170© (2) of the Internal Revenue Code or corresponding provisions of any future United States Internal Revenue Law.
Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such a manner, or to such organization(s) organized and operated exclusively for charitable, educational, religious, or scientific purposes as at the time shall qualify as an exempt organization(s) under Section 501© (3) of the Internal Revenue Code or the corresponding provisions of any future United States Internal Revenue Law, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of York County, Pennsylvania, exclusively for such organization(s) as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE 2 - MEMBERS
MEMBERSHIP
2.01 Membership in this Organization shall be limited to parents or guardians of children participating as players, all head coaches and assistant coaches and to any individual who has demonstrated a commitment to the Organization.
ARTICLE 3 - DIRECTORS
DEFINITION OF BOARD OF DIRECTORS
3.01 The Board of Directors is that group of persons vested with the management of the business and affairs of this Organization.
COMPOSITION OF BOARD
3.02 There shall be at least eighteen, but no more than twenty-two directors, eight of who shall be the officers as hereinafter defined. The immediate past president shall be a director.
TERMS OF DIRECTORS
3.03 Each director shall serve a one-year term, said term beginning at the January meeting of the Board of Directors. Directors may serve consecutive terms. Election of the Directors shall take place during the December meeting of the Board of Directors.
PROHIBITION OF COMPENSATION
3.04 Directors and officers shall not be paid compensation for performance of their duties.
VACANCIES ON THE BOARD
3.05 Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors will be filled by appointment by a majority of the remaining Board of Directors. The new director appointed to fill the vacancy will serve for the unexpired term of the director he or she is replacing.
RESIGNATIONS
3.06 Any director may resign at any time giving written notice to the Board of Directors, directed to the President. The resignation shall take affect at the time specified in the notice, and, unless otherwise specified in such notice, the acceptance of the resignation shall not be necessary to make it effective.
REMOVAL
3.07 Any director may be removed from office by an act of the Board of Directors for cause deemed sufficient including, but not limited to a demonstrated lack of commitment to the Organization. In addition, any director who fails to attend two consecutive meetings and who failed to notify the President, Secretary or Registrar of his or her inability to attend the meeting shall be automatically removed. The President or Secretary shall advise him or her of his or her removal as soon as reasonably possible.
LOCATION OF DIRECTORS MEETING
3.08 Meetings of the Board of Directors, regular or special, shall be held at such place or places, as the President shall designate.
ANNUAL OR REGULAR MEETINGS
3.09 Regular meetings of the Board of Directors shall be held on the third Monday of each month unless the President determines that no meeting is necessary in any particular month or unless the President reschedules the meeting.
CALL OF SPECIAL BOARD MEETINGS
3.10 A special meeting of the Board of Directors may be called by either the President or by a number constituting at least one-half of the Board of Directors. Notice of such meetings may be given personally by telephone and/or first class mail at the direction of the President or the Secretary if the meeting is being called by the Board.
WAIVER OF NOTICE
3.11 Attendance of a director at any special meeting of the Board of Directors will constitute a waiver of notice of that meeting except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
QUORUM OF DIRECTORS
3.12 A majority of the Board of Directors then serving in office shall constitute a quorum for the transaction of business at any meeting of the Board. The act of the majority of directors present at a meeting at which a quorum is present will be the act of the Board of Directors unless a great number is required under the provisions of these bylaws.
ARTICLE 4 - OFFICERS
NUMBER OF OFFICERS
4.01 The officers of this Organization shall be the President, the Vice-President/Traveling Boys Teams Soccer, the Vice-President/Traveling Girls Soccer, the Vice-President/Intramural Soccer, the Vice-President/Recreational Soccer, the Secretary, the Treasurer and the Registrar.
ELECTION OF OFFICERS
4.02 Each of the officers of this Organization shall be elected annually by the Board of Directors. Elections will be held at the December meeting of the Board of Directors.
PRESIDENT
4.03 The President is the chief executive officer of the Organization, and will, subject to the control of the Board of Directors or any committees, supervise and control the affairs of the Organization. The President will perform all duties incident to the office and any other duties that may be required by these Bylaws or prescribed by the Board of Directors.
VICE-PRESIDENTS
4.04 The Vice-President/Intramural shall perform all duties and exercise all powers of the President when the President is absent or otherwise unable to act. He or she shall perform any other duties that may be prescribed by the Board of Directors and shall be primarily responsible for the supervision and control the operation of the intramural soccer teams. The Vice-President/Recreational Soccer shall perform all duties prescribed to him or her by the Board of Directors and shall be primarily responsible for the operation of the recreational teams. The Vice-President/Travel Boys Soccer shall perform all duties prescribed to him or her by the Board of Directors and shall be primarily responsible for the operation of the boys travel teams. The Vice-President/Travel Girls Soccer shall perform all duties prescribed to him or her by the Board of Directors and shall be primarily responsible for the operation of the girls travel teams.
SECRETARY
4.05 The Secretary will keep details of all meetings of the Board of Directors, be the custodian of the corporate records, give all notices as are required by these Bylaws, and, generally perform all duties incident to the office of Secretary and any other duties that may be required by these Bylaws, or which may be assigned by the Board of Directors.
TREASURER
4.06 The Treasurer will have charge and custody of all funds of this Organization and shall deposit the funds as required by the Board of Directors, keep and maintain adequate and correct accounts of the Organization’s properties and business transactions, render reports and accountings to the Directors as required by the Board of Directors. The Treasurer will perform generally all duties incident to the office of Treasurer and any other duties as may be required by these Bylaws or which the Board of Directors may assign.
REGISTRAR
4.07 The Registrar shall maintain records of the Organization as required by the York Unified Soccer Association, the LANCO Soccer Club, the EPYSA or any other organization with which the Organization is affiliated and shall have the responsibility for ensuring that all matters regarding players registration and related paperwork are done on a timely basis.
APPOINTED OFFICERS
4.08 The Board of Directors may appoint other officers to perform such duties as are assigned to them by the Board. Such appointed officers shall hold their offices subject to the review of the Board. Appointive officers must be on the Board of Directors.
REMOVAL OF OFFICERS
4.09 Any officer elected or appointed to office may be removed by an act of the Board of Directors whenever in its collective judgment the best interests of this Organization will be served.
VACANCIES
4.10 A vacancy in any office for any reason may be filled during any meeting of the Board of Directors in the manner prescribed in the Bylaws for election or appointment to the office. Such vacancy shall be filled for the unexpired portion of the term.
ARTICLE 5 – COMMITTEES
DEFINITION OF COMMITTEES
5.01 This Organization may have certain committees, which shall include an Executive Committee, Judiciary Committee and Nominating Committee, and may include such other committees as the Board of Directors may from time to time hereinafter establish. Each committee shall have and exercise some prescribed authority of the Board of Directors in the management of this Organization. However, no committee will have the authority of the Board in reference to affecting any of the following:
1) Filing of vacancies on the Board
2) Adoption, amendment or repeal of Bylaws
3) Amendment or repeal of any resolution of the Board
4) Action on matters committed by bylaws or resolution of the Board to other committees on the Board.
APPOINTMENT OF COMMITTEES
5.02 The Board of Directors, by resolution duly adopted by a majority of the Directors in office, may authorize the creation of one or more committees and delegate to these committees the specific and prescribed authority of the Board of Directors in the management of this Organization. However, the creation of such committees will not operate to relieve the Board of Directors, or any individual director, of any of their respective responsibilities. The President shall appoint the chairperson and other individuals to serve on the various committees authorized by the Board of Directors.
EXECUTIVE COMMITTEE
5.03 The Executive Committee shall consist of the President, the four Vice-Presidents, the Secretary, the Treasurer, the Registrar and an at large director to be chosen by the Board of Directors at the meeting of the Board following the January meeting. The President shall be the chairman of the Executive Committee. The President or any two other members of the Executive Committee may call a meeting of the Executive Committee. The President or other persons calling the meeting shall give notice to each member of the Executive Committee of the date, time, place and purpose of the meeting at least two days before the scheduled meeting. Five members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting thereof. The Executive Committee shall act only in the interval between meetings of the Board of Directors and shall, except to the extent otherwise provided herein or determined by the Board of Directors, have all authority of the Board of Directors other than the authority to fill the vacancies in the Board of Directors or amend the Bylaws. The Executive Committee shall keep full and complete records of all meetings and actions, which shall be reported to and open to inspection by the Board of Directors. At each meeting of the Executive Committee, all questions and business shall be determined by a majority vote of those present, or without a meeting, by a writing signed by all of its members.
JUDICIARY COMMITTEE
5.04 The Judiciary Committee’s responsibility shall be to investigate any conduct of any coach alleged to be contrary to the philosophies or Bylaws of the Organization. The Committee, which shall consist of five directors who shall be appointed on a case by case basis by the President, shall thoroughly and impartially conduct the investigation of any coach when directed to do so by the President after consulting with the Executive Committee. In the event the President or one of the members of the Executive Committee is the subject of a complaint, that person shall not be involved in the decision of whether to direct that the Judiciary Committee undertake an investigation. Following its investigation, the Judiciary Committee shall report its findings and recommendations to the Board of Directors for appropriate action.
NOMINATING COMMITTEE
5.05 Annually, the President shall, with the advice and consent of the Board of Directors, at or before the October meeting of the Board, appoint a Nominating Committee. The Nominating Committee shall consist of five directors. The Nominating Committee shall present to the Board of Directors its nominations for the Board of Directors by no later than the November meeting of the Board. Additional nominees may be placed on the ballot by any other director provided it is done so by the December meeting of the Board. The Nominating Committee shall present to the Board of Directors its nominations for officers at the December meeting of the Board. Additional nominations may be made from the floor at the December meeting.
ARTICLE 6 - OPERATIONS
FISCAL YEAR
6.01 The fiscal year of this Organization will be the calendar year.
EXECUTION OF DOCUMENTS
6.02 Except as otherwise provided by law, authorization to sign checks, drafts, promissory notes, orders for the payment of money, and other evidences of indebtedness of this Organization shall be with the Treasurer and President. No checks, drafts, promissory notes for the Payment of money shall be written for any amount over one hundred dollars without Board approval. Contracts, leases or other instruments executed in the name and on behalf of the Organization shall be signed by the Secretary and countersigned by the President and will have attached copies of the resolutions of the Board of Directors certified by the Secretary authorizing their execution.
BOOKS AND RECORDS
6.03 This Organization will keep correct and complete books and records of account and will also keep minutes of the proceedings of its Board of Directors and various committees. The Secretary will keep a register giving the name, address of each director and the original or a copy of its Bylaws including amendments to date certified by the Secretary of the Organization.
INSPECTION OF BOOKS AND RECORDS
6.04 All books and records of this Organization may be inspected by any director for any purpose at any reasonable time.
LOANS TO MANAGEMENT
6.05 The Organization shall make no loans to any of its directors or officers.
CONTRACTS
6.06 The Board of Directors may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization and such authority may be general or confined to specific instances.
LOANS
6.07 Except for items being purchased in the ordinary course of business, no loans shall be contracted on behalf of the Organization and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
DEPOSITS
6.08 All funds of the Organization otherwise employed shall be deposited from time to time to the credit of the Organization in such banks, trust companies or their depositories as the Board of Directors may select.
PANTHERS
6.09. It is understood that the Panthers USA logo is a registered trademark of the Panthers United Soccer Association. Use of the Panthers USA logo is strictly prohibited, unless prior authorization is given by the board of directors. Anyone desiring to use the club logo shall first notify the board of directors of their intended use either in writing or in person. Such request will be reviewed and voted on at the next regularly scheduled board meeting.
In approving and authorizing the use of the club logo, the board may attach such conditions and requirements on the use thereof as the board may deem appropriate.
CLUB FUNDRAISERS
6.10. Panthers
(a) Team Fundraisers.
Subject to such policies as the board may from time to time adopt, each team shall be permitted to engage in its own fundraisers; provided, however, that all such fundraisers comply with the following:
1) The Team shall provide advanced written notice of the fundraiser to the board for approval;
2) If the team intends to sell merchandise in connection with the fundraiser, such merchandise will be purchased from the club, not outside vendors, for a price that is uniformly applied to all teams;
3) The team will maintain detailed accounting records of the fundraiser, accounting for the revenues generated from the fundraiser and the expenditures thereof;
4) The team will provide copies of such accounting to the board by the end of the year;
5) The team will clearly disclose to the public that the fundraiser is for the benefit of the team, not the club;
6) No part of the revenues shall be used for the personal benefit of any coach or other individual;
7) Revenues shall be used solely for purposes of defraying the expenses of maintaining the team;
8) Revenues not used during the current year may be used in subsequent years;
9) If a team has excess revenues at the time it ceases to be a member of the club, all such excess revenues shall be turned over to the club and used for club purposes.
10) Each team recognizes that it has a duty to safeguard the integrity of the club and the team, and that it will handle fundraisers in the interests of the team and the club.
Any team that violates the terms of these provisions, and any individual associated with the team that violates the terms of these provisions shall be subject to such disciplinary action as the board deems appropriate, which may include suspension and/or expulsion from the club.
ARTICLE 7 - AMENDMENT
MODIFICATION OF BYLAWS
7.01 The power to alter, amend or repeal these Bylaws, or to adopt new Bylaws, to the extent allowed by law, is vested in the Board of Directors which can be done at any regular meeting of the Board provided it is on the agenda and has been made available to the Board at least 2 consecutive regular monthly meetings.
Adopted _________________________, 1999.
______________________________________
President
______________________________________
Secretary
AMENDMENT SUMMARY
REV. DATE SECTION CHANGE DESCRIPTION
11/98 4.01 to increase the number of Vice-President positions from two
4.04 to four.
5.03
3.03 to move the election date for the Directors to December
4.02 from January.
4.07 to change the league affiliations.
--- to correct various typographical errors.
12/99 6.09 Registering Club Logo and Guidance for use
6.10 Club and Team Fundraisers
