ARTICLE I: NAME AND PURPOSE
The name of the organization shall be Force Soccer Club, “FSC”. It shall be a nonprofit organization incorporated under the laws of the State of Michigan.
FSC is about challenging young athletes to a higher level of competition through the development of player skills, tactics, teamwork, sportsmanship and love of the game. FSC shall be operated exclusively for charitable and educational purposes under Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future federal tax code.
1.3: General Structure
FSC is a membership-based nonprofit corporation consisting of non-voting members (the “Members”) as set forth in Article II. FSC will operate with a Board of Directors (the “Board”) as set forth in Article III.
1.4: General Responsibilities
It is FSC’s responsibility to see that each of the Members comply with the rules of FSC, the West Michigan Youth Soccer Association (“WMYSA”) and each of the leagues that FSC teams become affiliated with.
1.5: By-Law Changes
The Bylaws may be amended by the following procedure:
a. Proposed change(s) to the Bylaws may be brought by a Member to the Board for consideration. The proposed change must be submitted in writing to the President one week before a regularly scheduled Board meeting in order to appear on the meeting’s agenda under “New Business.”
b. The proposed change(s) shall be publicly read at the Board meeting; however, no vote will be taken at that time. The proposed change(s) will be tabled until the next Board meeting.
c. All Member’s shall be notified of the proposed change(s) by regular mail, electronically by email, or in person as well as the date, time, and place of the next Board meeting when the proposed change(s) will be discussed.
d. At the next Board meeting, a motion to approve the change(s) may be made by a Director serving on the Board, with Board and Member discussion to follow. The motion is approved if it receives at least three-fourths (3/4) vote of the Board, at which time the change(s) shall take immediate effect
ARTICLE II: MEMBERS
a. Parent Members. All parents of active FSC players shall be Members of FSC. Parent Members will cease to be Members when the FSC player is no longer an active FSC player, unless such Member is also a coach or Supporting Member.
b. Coaches. All FSC coaches and coordinators shall be Members of FSC.
c. Supporting Members. Any person sincerely interested in active participation to further the objectives of FSC, including parents of former FSC players and other individuals who support the efforts of FSC, may apply to the Board become a Member, subject to approval by the Board.
2.2: No Voting Rights
a. Except as otherwise granted by the Board, Members shall have no rights, duties, or obligations in the management of FSC. Members do not have the right to vote in Board elections or other decisions regarding the management of FSC.
b. Members may nominate individuals to serve on the Board during the annual Meeting or a special meeting if such nominations are requested by the Board.
2.3: Annual Meetings and Board Elections
a. Annual Meeting. FSC shall hold an annual meeting for the purpose of gathering its Members together and, if nominations are requested by the Board, to solicit nominees for the election to the Board. The annual meeting shall be publicized to all Members with the announced date, time, and place not less than ten (10) days before the meeting. The annual meeting shall generally be held in May or June of each year, but it may be moved to another date if approved by the Board.
b. Member Nominations for Board Elections. In the event that the Board requests nominations for open positions on the Board, Members may submit nominations in writing to the Board with the name, contact information, and a short statement explaining why the person should be considered for a Board position. Written nominations must be submitted to the Board no later than one (1) month prior to the Board elections.
c. Attendance at Board Meetings. Members may attend Board meetings, but may participate in such meetings only as provided by the Board
2.4: Member Removal
Any Member may be removed if approved by at least three-fourths (3/4) vote of the Board.
2.5: Right of Inspection
Any Member has the right, at any reasonable time as determined by the Board, to inspect and copy all books, records, and documents of FSC; provided, however, that Members shall not have access to private personal records as determined by the Board in its sole discretion.
ARTICLE III: BOARD DIRECTORS
Only Members are eligible to serve on the Board.
3.2: Number and Term of Office
The Board shall consist of not less than three (3) nor more than twelve (12) Directors. The size of the Board shall be determined by the Board. The terms of the Directors shall be one (1) year. All Board positions shall be filled by vote of the Board, with Directors being elected by a plurality of the votes cast in the election. At the annual meeting of the Board, the Board shall vote to fill any Director positions whose terms have expired. The term of office of each Director shall commence on the date of election at the annual meeting of the Board, or other special meeting, whichever shall first occur, and shall end as of the annual meeting of the Board held during the year in which the term expires as provided above, or until such time as their successor shall be elected and qualified in their stead. Directors may serve an unlimited number of consecutive terms. If the size of the Board is increased, the Board shall elect those persons to serve in the new Board positions. The Board may, in its sole discretion, solicit nominations for open Board positions from Members.
3.3: Quorum and Voting
The presence at a meeting of a majority of the total number of Directors then in office shall constitute a quorum for the transaction of business. Unless otherwise required by law, the Articles of Incorporation, or these Bylaws, decisions made by a majority of the Board at a Board meeting duly held with notification to the Members shall be regarded as an act of FSC.
Meetings of the Board shall be held at such place or places within the State of Michigan as may from time to time be determined by a majority of the Board. Meetings shall not be scheduled for a legal holiday.
a. The Board may set the time and place for regular meetings of the Board as is necessary to conduct the business of FSC. The Board shall use its best efforts to meet at least once per quarter.
b. The annual meeting of the Board shall be held in the month of May or June, on a date determined by the Board.
c. Special meetings of the Board may be called at any time by the President. A special meeting must have a special purpose in order to be called.
3.5: Notice, Agenda, and Minutes
Unless required by the Michigan Nonprofit Corporation Act or otherwise provided in these Bylaws, the annual, regular and special meetings of the Board shall be held pursuant to notice of the date, time, place and purpose thereof given to each Director in any of the following manners: (a) by notice given personally, either orally or in writing; (b) by notice given by telephone; (c) by electronic transmission; or (d) by written notice sent by mail. The notice shall be provided not less than ten (10) days before the meeting. Each meeting shall have an agenda prior to the meeting and the Secretary shall take the minutes. The agenda and minutes of all committee meetings shall be given to the Board prior to the next Board meeting. The agenda and minutes may be posted to the FSC website, available on the Board page.
3.6: Action by Unanimous Written Consent
Action required or permitted to be taken at a meeting of the Board or a committee thereof may be taken without a meeting if, before or after the action, all Directors or committee members consent to the action in writing or by electronic transmission. The written consents shall be filed with the minutes of the proceedings of the Board or the committee. The consent has the same effect as a vote of the Board or the committee for all purposes.
3.7: Participation in Meeting by Remote Communication
Provided the Board approves of using conference telephone or other means of remote communication during a meeting, a Director or committee member designated by the Board may participate in a meeting by means of such approved method of remote communication through which all persons participating in the meeting can communicate with each other. Participation in a meeting pursuant to this Section constitutes presence in person at the meeting.
Except as required in the Michigan Nonprofit Corporation Act, any Director may authorize another person to represent them by written proxy when two (2) or more Directors are notified of such. Each proxy must have: the name of the person representing the Director; the date of the meeting for which their proxy is valid; and that Director’s signature. If the proxy is sent by email or text message, the notified Directors shall provide evidence of such text or email to the President and any other Director who requests such information.
3.9: Death; Removal from the Board of Directors
A Director’s term of office shall terminate upon the Director’s death or removal from the Board. A Director may be removed from the Board with or without cause, if the removal is approved by not less than three-fourths (3/4) of the entire Board at a duly called meeting of the Board and the notice of the meeting states that removal of the Director is a matter to be discussed and voted upon at the meeting, and the Director who is to be removed is given the opportunity to speak at the Board meeting regarding his or her removal.
Any Director may resign at any time upon notice to the Board in writing.
An opening on the Board resulting from a vacancy or an increase in the number of Directors shall be filled by the affirmative vote of a plurality of the remaining Directors, though less than a quorum.
3.12: Reimbursement and Compensation
Directors and Officers shall not receive any compensation for their services without unanimous approval by the President and Treasurer. Reimbursement of advances may be made for any expenses incurred or paid by them for the benefit of FSC. Reimbursement requests over $250 require the written approval of two (2) or more Directors. The Treasurer may provide reimbursement for items under $250 without the written approval of the Board.
The Board or President may form one or more committees to assist in the operations of FSC and/or to make recommendations to the Board or President. The authority of each committee is prescribed by the Board or President, and such authority shall not exceed that of either the Board or President.
ARTICLE IV: OFFICERS
4.1: Election or Appointment
The Board, as soon as may be after the annual elections of the Directors in each year, shall elect from their number the Officers of FSC. The Officers shall be a President, Secretary, and a Treasurer. There may also be a Chairperson, Vice President, and such other officers as the Board deems appropriate, including without limitation a League Representative / Registrar, Uniform Coordinator, Marketing Coordinator, and Field Maintenance Coordinator. In addition to the Officers listed above who also serve as Directors, the Board shall appoint the following non-Director positions (the “Non-Director Officers”): (1) Coaches Coordinator, and (2) Academy Director. The Coaches Coordinator and Academy Director shall be compensated as determined by the Board.
4.2: Term of Office
The term of office of all Officers [and Non-Director Officers] shall be one (1) year or until their respective successor is chosen.
The Board shall have the power to fill any vacancies in any Officer positions occurring from whatever reason. Any person elected to fill a vacancy shall serve until the next election of Officers by the Board and shall exercise the full power and authority of the Officer position to which he or she is elected, unless otherwise limited by vote of the Board.
4.4: Power and Duties
The Officers shall respectively have such powers and perform such duties in the management of the property and affairs of FSC, subject to the control of the Board, as generally pertain to their respective offices, as well as such additional powers and duties as may from time to time be conferred by the Board. All Officers, including Non-Director Officers, must complete and return to WMYSA their Risk Management Disclosure Statement for a background check.
4.5: Removal as an Officer
Any Officer may be removed with or without cause, by the vote of at least three-fourths (3/4) of the total number of Directors, whenever in its judgment the best interests of FSC will be served thereby.
Any Officer may resign at any time by giving written notice to the Board or the President of FSC.
ARTICLE VI: INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS
5.1: Scope of Indemnity
FSC shall indemnify its Directors and Officers (including Non-Director Officers) against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by them in connection with any actions or suits brought or threatened against them, including actions by or in the right of FSC, by reason of the fact that such person was serving as a director or officer, employee, non-director volunteer, or agent of FSC, to the fullest extent permitted by the Michigan Nonprofit Corporation Act. FSC may indemnify persons who are not directors or officers to the extent authorized by resolution of the Board or by contractual agreement authorized by the Board. A change in the Michigan Nonprofit Corporation Act, the Articles of Incorporation, or these Bylaws that reduces the scope of indemnification shall not apply to any action or omission that occurs before the change.
5.2: Authorization of Indemnification
Unless ordered by a court or otherwise provided by law, FSC shall indemnify a person only upon determination that the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to FSC’s best interests. Such determination shall be made (1) by majority vote of a quorum of the Board consisting of Directors who were not parties to the action or suit, (2) if a quorum of disinterested Directors is not obtainable, by a majority vote of a committee of Directors who were not parties to the action and consisting of not less than two disinterested Directors, (3) by independent legal counsel in a written opinion, or (4) the Members.
FSC may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, Non-Director Officer, employee, non-director volunteer, or agent of FSC, or is or was serving at FSC’s request in any other enterprise against any liability incurred in such capacity.
ARTICLE VI: MISCELLANEOUS PROVISIONS
6.1: Fiscal Year
The fiscal year of FSC shall run from July 1 to June 30 of each year.
If, for some reason, FSC should no longer exist, all assets will be used to pay all debts and liabilities owed by FSC. Any assets that remain shall be divided equally between the Plainwell and Otsego soccer programs for men and women, as long as those organizations qualify for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
6.3: Coaching Staff and Player Selection
a. Head Coaches. Each FSC team will have a head coach who has been approved by the Coaches Coordinator and the Board after an application and review procedure. Head coaches must have their Grassroots License no later than twelve (12) months after the head coach is hired.
b. Assistant Coaches. The head coach may select one or more assistant coaches without the approval of the Coaches Coordinator or the Board. Assistant coaches are strongly encouraged to obtain their Grassroots License.
c. Team Manager. Each FSC team may have a team manager selected by the head coach.
d. Compliance with Policies. The head coaches, assistant coaches, and team managers are subject to the WMYSA (or other league) and FSC Bylaws and policies. Each person serving in such capacity must complete and return to the WMYSA (or other league) their Risk Management Disclosure Statement for a background check.
e. Player Selection. FSC players are selected through a try-out procedure. Their membership is for one (1) year, commencing on the date of selection by an FSC team. The Coaches Coordinator, head coach, and/or assistant team coach(es) will assess and score players in the try-out procedure. The head coach for the selecting team has the final authority for player selection.
6.4: Competition and Leagues
a. WMYSA. The WMYSA operates during the fall and spring seasons. It is affiliated with The United States Soccer Federation, United States Youth Soccer Association, and Michigan State Youth Soccer Association. FSC shall collect fees from Members for the fall and spring seasons.
b. Indoor Soccer. FSC teams play indoor soccer using the name “FSC”. However, any costs associated with indoor soccer are the responsibility of those players participating. These costs are not included in the fees collected by FSC in either the fall or spring.
c. Tournaments. Each FSC team is required to participate in one (1) tournament designated as the Club Tournament by the Board, unless the Board decides against this decision in a particular year for a unique and unforeseeable reason (i.e., a global pandemic). Each team may also participate in other tournaments at their discretion.
d. Other Leagues. Instead of playing in the WMYSA, FSC teams may register to play in the Michigan State Premier Soccer Program or other leagues as approved by the Board.
FSC Bylaws revised March 2022
The purpose of bylaws for organization to establish the organizations management structure, procedures, and dispute resolution processes. This legally binding document serves as an operating manual for the organization and is developed by its board of directors.
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