DEWITT SOCCER CLUB
BYLAWS
TABLE OF CONTENTS
Article I; Name and Purpose
1.1 Name
1.2 Purpose
Article II; Office
2.1 Principal Office
2.2 Other Offices
Article III; Members
Article IV; Directors
4.1 Board of Directors
4.2 Number and Selection of Directors
4.3 Removal
4.4 Vacancies
4.5 Annual Meetings
4.6 Regular and Special Meetings
4.7 Notice of the Meetings of Board of Directors
4.8 Action Without a Meeting by Unanimous Consent
4.9 Quorum and Voting Requirements
4.10 Powers of the Board of Directors
4.11 Compensation
4.12 Execution of Conveyances, Mortgages and Contracts
Article V; Committees
5.1 Committees
Article VI; Officers
6.1 Officers
6.2 Election and Term of Office
6.3 Removal
6.4 Vacancies
6.5 President
6.6 Vice Presidents
6.7 Secretary
6.8 Treasurer
6.9 Additional Authority
Article VII; Amendments
7.1 Amendment of Bylaws
Article VIII; Other Matters
8.1 Wavier of Notice of Meeting
8.2 Annual Meetings
8.3 Fiscal Year
8.4 Compensation
Article IX; Indemnification of Directors, Officers and Employees
9.1 Indemnification of Directors, Officers and Committee Members
9.2 Indemnification of Employees and Agents
BYLAWS
OF
DEWITT SOCCER CLUB
(updated May 18, 2008)
ARTICLE I
Name and Purpose
SECTION 1.1 Name. The name of this Corporation shall be "DEWITT SOCCER CLUB," and is referred to herein as the "Corporation."
SECTION 1.2 Purpose. The purpose of the Corporation is to operate a non-profit corporation under the laws of the state of Michigan, as follows:
A. To receive and administer funds and to operate exclusively for charitable or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or comparable provisions of subsequent legislation (the "Code"), including, but not limited to:
and to give funds and property from time to time to other organizations to be used (or held for use) directly in carrying out one or more of such purposes.
B. To acquire, own, lease, mortgage, dispose of and deal with real and personal property and interests therein and to apply gifts, grants, bequests and devises and the proceeds thereof in furtherance of the purposes of the Corporation.
ARTICLE II
Office
SECTION 2.1 Principal Office. The principal office of the Corporation shall be at such place as the Board of Directors may from time to time determine.
SECTION 2.2 Other Offices. The Corporation may also have an office or offices in such other place or places as the business of the Corporation may require and the Board of Directors may from time to time determine.
ARTICLE III
Members
A person or family who subscribes to the purposes of the Corporation shall be considered a Member of the Corporation. A Member shall not have any voting rights with regard to the activities of the Corporation by virtue of being a member.
ARTICLE IV
Directors
SECTION 4.1 Board of Directors. The property, business and affairs of the Corporation shall be managed by a Board of Directors which is the governing body of the Corporation. The Corporation is organized on a nonstock, directorship basis and, except as otherwise provided by law, all matters which are subject to vote or other action in the case of a Michigan nonprofit membership corporation, shall be approved by action of the Board of Directors. The Board of Directors shall meet as often as necessary to conduct the business of the Corporation, but at least annually.
SECTION 4.2 Number and Selection of Directors. The Board of Directors shall consist of a minimum of 10 persons. The Directors shall be elected to fill the following positions: President, Secretary, Treasurer, CASL/USSF Representative, AYSO Representative, Director for Fields, Director of Education/Training, Director of Communications/Webmaster, DeWitt Soccer 4v4 Tournament Chairperson, and Fundraising Coordinator. Directors shall be elected by the Board of Directors at its annual meeting and vacancies shall be filled in the manner specified in Section 4.4 below. Directors shall serve for three (3) year terms. A director is eligible for re-election.
SECTION 4.3 Removal. Any Director may be removed from office with or without cause at any annual or special meeting of the Board of Directors by the affirmative vote of two-thirds of the Directors then in office.
SECTION 4.4 Vacancies. Vacancies occurring in the Board of Directors by reason of death, resignation, removal, increase in the number of Directors, or otherwise, shall be filled by the affirmative vote of a majority of the remaining Directors, although less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall serve for the unexpired portion of the term.
SECTION 4.5 Annual Meetings. The annual meeting of the Board of Directors shall be held at such place, date and hour as the Board of Directors may determine from time to time. At the annual meeting, the Board of Directors shall elect Directors, elect officers and consider such other business as may properly be brought before the meeting. If less than a quorum of the Directors appear for an annual meeting of the Board of Directors, the holding of such annual meeting shall not be required and matters which might have been taken up at the annual meeting may be taken up at any later regular, special or annual meeting or by consent resolution.
SECTION 4.6 Regular and Special Meetings. Regular meetings of the Board of Directors may be held at such times and places as the Directors may from time to time determine at a prior meeting or as shall be directed or approved by the vote or written consent of all the Directors. Special meetings of the Board may be called by the President or by the Secretary, and shall be called by the President or Secretary upon the written request of any two (2) Directors.
SECTION 4.7 Notice of the Meetings of Board of Directors. Written notice of the time and place of all meetings of the Board shall be given to each Director at least three (3) days before the date of the meeting, either personally or by mailing such notice to each Director at the address designated by the Director for such purposes, or if none is designated, at the Director's last known address. Notices of special meetings shall state the purpose or purposes of the meeting. Unless otherwise indicated in the notice, any and all business may be transacted at any special meetings. Notice of any meeting of the Board may be waived in writing before or after the meeting. At any meeting at which every Director shall be present, even though without notice, any business may be transacted and any Director may, in writing, waive notice of the time, place and objectives of any special meeting.
SECTION 4.8 Action Without a Meeting by Unanimous Consent. Provided the Articles of Incorporation so allow, any action required or permitted by the Michigan Nonprofit Corporation Act to be taken at an annual or special meeting of the Board of Directors, or a committee thereof, may be taken without a meeting, without prior notice, and without a vote, if all of the Directors, or committee members only with respect to actions of the committee, entitled to vote thereon consent in writing. Said written consents shall be filed with the minutes of the proceedings and shall have the same effect as a vote for all purposes.
SECTION 4.9 Quorum and Voting Requirements. A majority of the Directors then in office constitutes a quorum for the transaction of business. If, however, at any meeting, less than a quorum shall be present, a majority of those present may adjourn the meeting from time to time. The vote of a majority of the Directors present at any meeting at which there is a quorum shall be the acts of the Board, except as a larger vote may be required by the laws of the State of Michigan, these bylaws or the Articles of Incorporation. A member of the Board may participate in a meeting by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear one another, if all participants are advised of the communications equipment and the names of the participants in the conference are divulged to all participants. Participation in a meeting in this manner constitutes presence in person at the meeting.
SECTION 4.10 Powers of the Board of Directors. Each Director shall have one vote. The Board of Directors shall have charge, control and management of the business, property, personnel, affairs and funds of the corporation and shall have the power and authority to do and perform all acts and functions permitted for an organization described in Section 501(c) (3) of the Code not inconsistent with these bylaws, the Articles of Incorporation or the laws of the State of Michigan. In addition to and not in limitation of all powers, express or implied, now or hereafter conferred upon boards of directors of nonprofit corporations, and in addition to the powers mentioned in and implied from Section 1.2, the Board of Directors shall have the power to borrow or raise money for corporate purposes, to issue bonds, notes or debentures, to secure such obligations by mortgage or other lien upon any and all of the property of the Corporation, whether at the time owned or thereafter acquired, and to guarantee the debt of any affiliated or subsidiary corporation or other entity, whenever the same shall be in the best interests of the Corporation and in furtherance of its purposes.
SECTION 4.11 Compensation. Directors shall receive no compensation for their services on the Board of Directors. The preceding shall not, however, prevent the corporation from purchasing insurance as provided in Section 8.4 nor shall it prevent the Board of Directors from providing reasonable compensation to a Director for services which are beyond the scope of his or her duties as Director or from reimbursing any Director for expenses actually and necessarily incurred in the performance of his or her duties as a Director.
SECTION 4.12 Execution of Conveyances, Mortgages and Contracts. The Board of Directors may in any instance designate one or more officers, agents or employees to execute any contract, conveyance, mortgage or other instrument on behalf of the Corporation, and such authority may be general or confined to specific transactions. The Board of Directors may also ratify any execution. When the execution of any instrument has been authorized without specifying the executing officers or agents, the President or any Vice President and the Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer may execute such instrument on behalf of the Corporation.
SECTION 4.13 Meeting Rules and Procedures. In the absence of a specific rule in these Bylaws or under the Act, the Modern Rules of Order shall be used to govern the deliberations of the Corporation.
ARTICLE V
Committees
SECTION 5.1 Committees. The Board of Directors may establish such standing or special committees from time to time as it shall deem appropriate and shall define the powers and responsibilities of such committees.
SECTION 5.2 Committee Quorum and Voting Requirements. A majority of the members of any committee established by the Board of Directors constitutes a quorum for the transaction of business by the committee. The vote of a majority of the committee members present at any meeting at which there is a quorum shall be the act of the committee.
ARTICLE VI
Officers
SECTION 6.1 Officers. The officers shall be a President, Secretary and Treasurer. There may also be one or more Vice Presidents and such assistant officers as the Board of Directors deems appropriate.
SECTION 6.2 Election and Term of Office. All officers shall be elected for a term of one (1) year (or until their successors have been elected) by the Board of Directors at its annual meeting. No person may execute, acknowledge or verify an instrument in more than one capacity if the instrument is required by law or by the Articles of Incorporation or these bylaws to be executed, acknowledged or verified by two (2) or more officers.
SECTION 6.3 Removal. Any officer may be removed with or without cause by a vote of two-thirds of the Directors then in office at any regular or special meeting of the Board of Directors.
SECTION 6.4 Vacancies. In the event of the death, resignation, removal or other inability to serve of any officer, the Board of Directors shall elect a successor who shall serve until the expiration of the normal term of such officer or until his or her successor shall be elected.
SECTION 6.5 President. The President shall be the chief executive officer and Chairman of the Board of Directors of the Corporation and shall have the general powers of supervision and management over the day-to-day operations of the corporation. The President shall preside at all meetings of the Board, and shall perform all other duties usually incident to the office of President.
SECTION 6.6 Vice Presidents. There may be one or more Vice Presidents who shall have such duties as determined from time to time by the Board of Directors or the President. When Vice Presidents have been elected, one or more such Vice Presidents shall be designated who shall perform the duties of the President in the President's absence.
SECTION 6.7 Secretary. The Secretary (or, in the Secretary's absence or incapacity, an Assistant Secretary) shall send or cause to be sent all required notices of meetings of the Board of Directors, shall receive and attend to all correspondence of the Board of Directors, shall have custody of all documents belonging to the corporation (except as otherwise provided in these bylaws) and of the corporate seal (if any), and shall perform such other duties as usually pertain to the office or as shall be determined from time to time by the Board of Directors or by the President.
SECTION 6.8 Treasurer. The Treasurer (or, in the Treasurer's absence or incapacity, an Assistant Treasurer) shall be the chief financial officer of the Corporation and shall have charge of the funds of the corporation, except for such funds as the Board of Directors may designate; shall see that an accounting system is maintained which will give a true and accurate accounting of the financial transactions of the corporation; and shall render reports from time to time as requested by the Board of Directors of his or her activities and the financial condition of the corporation. All funds received by the Treasurer shall immediately be deposited in a depository designated by the Board of Directors.
SECTION 6.9 Additional Authority. The several officers shall have such additional powers and perform such additional duties as the Board of Directors may from time to time prescribe.
ARTICLE VII
Amendments
SECTION 7.1 Amendment of By-Laws. The By-Laws of the Corporation may be amended, altered, changed, added to, or repealed, in whole or in part, by the affirmative vote of the majority of the Board of Directors then in office at a regular or special meeting called for that purpose. Prior notification of the content of any proposed changes in the By-Laws must be included with the notice of the annual or special meeting, which notice is required under these By-Laws, held for that purpose.
ARTICLE VIII
Other Matters
SECTION 8.1 Waiver of Notice of Meeting. Any member of the Board of Directors and the Executive Committee may waive written notice of any meeting to which they are entitled under these By-Laws at any time by written waiver or by attendance (without written objection as to the notice) at such meeting.
SECTION 8.2 Annual Meetings. The Annual Meeting of the membership shall be held at the regularly scheduled meeting of the Board in January of each year.
SECTION 8.3 Fiscal Year. The fiscal year of the Corporation shall end on the last day of December.
SECTION 8.4 Compensation. No Director of the Corporation (in that capacity) nor (in the following capacity) those persons holding the positions of President, Vice-President, Secretary or Treasurer shall receive any compensation from the Corporation for services to the Corporation as delineated in these By-Laws, but such prohibition shall not, when approved by the Board of Directors: prohibit the purchase of insurance by the Corporation protecting the members or any member of any Board, Committee or the holder of any office or position referred to in these Bylaws or by resolution of the Board of Directors from any liability, suit and cost of defense which is or may be incurred in or by their actions for, their office or position in, or duties on behalf of this Corporation; prohibit the reimbursement of reasonable actual expenses personally incurred by them for the specific benefit of the Corporation; or prohibit the hiring of any person or entity for permanent staff or other function needed by the Corporation from time to time.
ARTICLE IX
Indemnification of Directors, Officers and Employees
SECTION 9.1. Indemnification of Directors, Officers and Committee Members. Each person who is or was a director, officer or member of a committee of the Corporation, and each person who serves or has served at the request of the Corporation, as a director or officer, shall be indemnified by the Corporation to the full extent permitted by the Articles of Incorporation and by the corporation laws of the State of Michigan as they may be in effect from time to time. The corporation may purchase and maintain insurance on behalf of any such person against any liability asserted against and incurred by such person in any such capacity or arising out of his or her status as such, whether or not the Corporation would have power to indemnify such person against such liability under the preceding sentence; provided, however, that the Corporation shall not pay premiums attributable to insurance covering matters for which the Corporation would not, under the preceding sentence, be authorized to indemnify a person to the extent such premiums, together with any compensation paid to such person for services, exceed reasonable compensation for the services rendered to the Corporation.
SECTION 9.2 Indemnification of Employees and Agents. With respect to an employee or agent, other than a Director or officer, of the Corporation, the Corporation may, as determined by the Board of Directors of the Corporation, indemnify and advance expenses to such employee or agent in connection with a proceeding to the extent permitted by and in accordance with the corporation laws of the State of Michigan.
These Bylaws were adopted as the Bylaws of the Corporation by the Board of Directors on the 18th day of May, 2008.
Signature on File_______________________ ___________________
Anthony A. Harris, Jr., DSC President May 18, 2008