Tyngsboro Youth Soccer
League Constitution
DRAFT VERSION 1/24/07
1.0 Name of the Organization
The name of this association shall be the TYNGSBOROUGH YOUTH SOCCER ASSOCIATION (TYSA). The TYSA is a non-profit association affiliated with the Massachusetts Youth Soccer Association (MYSA), the Nashoba Valley Youth Soccer League (NVYSA) and the United States Youth Soccer Association (USYSA).
2.0 Objectives & Philosophy
2.1 Objectives:
The objective of the TYSA is to develop and promote a vital and exciting soccer program within the Massachusetts Youth Soccer Association (MYSA). This will be accomplished through programs designed to educate players and parents about the sport of soccer and develop public awareness. These programs will provide the opportunity for training and play for all interested parties and will be designed to develop individual skills, fitness, teamwork and fair play.
2.2 Philosophy:
The philosophy of the Association is that any child, regardless of ability, has a place in the association. The in-town teams provide the opportunity for children to learn the game and develop some skills, while the travel teams provide the opportunity for those who have the ability to compete at a higher skill level
3.0 Membership
Members shall be parents or legal guardians of any player registered during the current year, coaches, assistant coaches, and the Board of Directors, whether or not they have children enrolled in the TYSA.
Voting rights will be limited to the members of the Board of Directors, coaches and assistant coaches
3.1 Players:
Membership for players shall be open to any and all Tyngsborough residents and adjoining communities who are between the age of five and fifteen. The children shall be entitled to participate in the activities of the Association, provided that parents or legal guardians of any minor child sign such documents and releases and accept such terms and conditions as may be established from time to time by the Board of Directors.
3.2 Registration:
The Spring registration will be held no later than April 30 with an additional grace period through June 30 for late registrants.
Any registration after June 30 must be referred to the appropriate Division Coordinator or Travel Team Coordinator, (who will assign them on a first come, first served basis) until all rosters are full.
The Board of Directors reserves the right to decide upon a final registration cut-off and late fee which will be binding upon the program.
3.4 Minimum Facilities:
The interpretation of minimum facilities is that playing fields are available.
4.0 Government of the Association
The members of the TYSA shall be governed by the Board of Directors and the Officers. The Officers shall consist of a President, Secretary and Treasurer. The Board of Directors shall consist of the Officers and up to 7 Directors at large.
4.1 Board of Directors:
4.1.1 General
The Board of Directors shall have the power to do, or cause to be done, all things that are proper to be done by the Association except as otherwise required by law or by these Bylaws. The Board will be responsible for setting policy objectives, organization, providing for game and field scheduling, game rules, official, equipment, and recruiting and training coaches.
The Board of Directors shall have control and be responsible for the management of the property of the organization. The Board of Directors shall have access to the books, records, vouchers and funds of the Treasurer, shall fill all vacancies that may occur during the year in an office except otherwise provided by law or in these Bylaws and may make for their government such rules and regulations, not inconsistent with these bylaws, as they see fit. They shall have the power to waiver fees or charges for any player for good cause. Such decisions should be made by at least 3 directors outside of a monthly meeting.
All matters of policy shall be decided by a simple majority vote, except where noted in these Bylaws. If one person shall occupy more than one position, this person shall only have one vote.
The Board shall have the power to deal with any matters not explicitly covered by the Bylaws.
4.1.2 Number:
A Board of Directors shall be elected by the members at the Annual Meeting. Any member may make nominations for Directors from the floor of the Annual Meeting of the Association provided that the nominated member is present and expresses a willingness to fulfill the responsibilities of a Board member. A Director must be a member in good standing at the time of his/her election.
4.1.3 Vacancies:
Any vacancy on the Board of Directors may be filled by simple majority within seven (7) days, by the Officers and Directors. First consideration will be given to unsuccessful candidates for Board membership from the last Annual Meeting that were either nominated in advance and pre-entered on the ballot or were nominated from the floor and were present at that Annual Meeting.
4.1.4 Tenure:
Each Director of the Association shall hold office for a term of two years after his/her election at an Annual Meeting. The maximum time a director may hold office is four consecutive years. The maximum time can be overridden by a silent ballot vote. Any Director may resign by giving his/her written resignation to the Board or to the Secretary. Such resignations shall be effective upon receipt unless otherwise specified and acquiesced by the Board. In the event that a Director should miss three (3) consecutive meetings without due excuse, the remaining majority members of the Board may declare his/her position vacant.
4.1.5 Regular Board Meetings:
The Board of Directors shall hold regular meetings on the third Thursday of the month.
4.1.6 Notice of Meetings of the Board of Directors:
A written notice of the meetings in the minutes of the Board of Directors stating the place, date, and hour thereof, shall be given by the Secretary, or by the Directors calling the meeting, at least ten (10) days before the meeting, to each Director. No written notice need be given to any Director for special meetings with any specified time frame.
4.1.7 Agenda:
The Director or the Secretary calling the meeting shall provide a copy of the agenda of items to be discussed along with the purpose of the meeting to each member as part of the notice of the meeting. No written agenda need be given to any member for emergency meetings within any specified time frame. Reason of intent to hold a future meeting given at prior meeting of the Board is interpreted as funding all the requirements of furnishing an agenda.
4.1.8 Quorum:
Six (6) Directors constitutes a quorum for the transaction of business at any meeting of the Board of Directors.
4.1.9 Action at Meetings:
At any meeting of the Board of Directors at which a quorum is present, the vote of the majority of those present, unless a different vote is specified by Law, by the Articles of Organization, or by these Bylaws, shall be sufficient to decide the matter.
4.1.10 Committees:
The Board of Directors, by a vote of the majority of the Directors at the meeting at which such action is voted, elect from membership Committees as the Board may determine, and the Board of Directors may, by this vote, delegate thereto any or all their powers, except those which are prohibited by these Bylaws. The membership of such a Committee must be reapproved by the Board when and if it's term exceeds one year.
4.1.11 Records and Procedures of the Board of Directors:
The Directors shall cause a record of their proceedings in all directors meetings to be properly kept by the Secretary or by a Secretary pro tempore The records shall be verified by the signature of the person acting as secretary of the meeting.
The Board of Directors shall be responsible for enforcing the Constitution and Bylaws.
5.0 Meetings
5.1 Annual Meeting:
The Annual Meeting will be held the first Thursday of the month of November in each year or if that be a legal holiday in the Commonwealth of Massachusetts, on the next succeeding full business day at an hour and place specified by the Board of Directors or by the President and stated in the notice of the meeting.
The purpose for which the annual meeting is to be held, in addition to those prescribed by law, the Articles of Organization, or by these Bylaws, may be specified by the Board of Directors or by the President.
The Board members shall be elected at the Annual Meeting. The Board members elected at that meeting shall take office effective as of the first meeting held in January.
If no annual meeting is held in accordance with the foregoing provisions, a special meeting may be held in lieu thereof, and any action taken at such meeting shall have the same effect as if taken at the Annual Meeting.
5.2 Special Meetings:
In addition to the meetings required in Section 4.1.5 the Board of Directors may hold Special Meetings as they deem necessary. Special Meetings of the Board of Directors may be called by the Secretary whenever requested by the President, by three (3) or more Directors, or by these Bylaws.
A Proxy vote is permissible only at Special Meetings whereby a Board Member may grant voting power to another Board Member to vote on his behalf. This power must be presented to the Board in writing at the start of the Special Meeting.
5.3 Notice of Meetings:
A written notice of every meeting stating the place, date, and hour thereof, shall be given by the Secretary, or by the person calling the meeting, at least ten (10) days before the meeting, to all voting members by mail, postage prepaid, to the last known post office address of each member or in such other way as the Board of Directors shall order. No written notice need be given to any member if a waiver of notice, executed before or after the meeting by the member or his attorney thereunto authorized is filed with the records of the meeting.
5.4 Quorum:
At any meeting of the members, ten (10) members present in person or by proxy shall constitute a quorum. At any meeting of the members at which a quorum is present, the vote of the majority of those present on any matter, unless a different vote is specified by law, by the Articles of Organization or by these Bylaws, shall be sufficient to decide such matter.
6.0 Financial Policy
6.1 Budget:
A balanced budget for the forthcoming year shall be prepared by the Treasurer, and approved by the Board before the start of registration. The budget shall be prepared in a per Division basis with registration fees established to insure the expenses Will be covered.
6.2 Major Expenses:
Major, non-budgeted expenses over $100 from any individual or corporation shall require approval by majority of the Board of Directors.
6.3 Bank Account:
All monies shall be promptly deposited in either a savings or a checking account in the TYSA's name.
6.4 Expenses:
All monies shall be paid when due. Checks written for budgeted expenses of up to $300 shall require only one authorized signature. Checks written for budgeted expenses of over $300 shall require two authorized signatures. Checks written for any non-budgeted expenses shall require two authorized signatures.
6.5 Expenditures:
Funds shall be spent only in the interest of the TYSA.
6.6 Disposition of Funds:
Should the TYSA be dissolved, all funds currently in the treasury will be donated to a recognized tax exempt organization.
6.7 Fiscal Year:
The fiscal year of the Association shall be twelve months ending the 31st day of December.
6.8 Execution of Instruments:
All deeds, leases, transfers, bonds, notes and other obligations authorized to be executed by an officer of the Association in its behalf shall be signed by the President or the Treasurer, except as the Directors may generally or in particular cases otherwise determine.
6.9 Non-Tax Status Compliance:
Not withstanding any other provisions of these articles, the corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code of 1986, and shall not carry on any activity not permitted to carried on by a corporation exempt from Federal income tax under IRC Section 501(c)(3) corresponding provisions of any subsequent Federal tax laws.
No part of the net earnings of the corporation shall be used to the benefits of any member, trustee, director, officer of the corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation), and no member, trustee, officer of the corporation or any private individual shall be entitled to share in the distribution Of any of the corporate assets on dissolution of the corporation.
No substantial part of the activities of the corporation shall be carrying on propaganda, or otherwise attempting, influence legislation (except as otherwise provided by Internal Revenue Code Section 501(h), and does not participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.
In the event of dissolution all of the remaining assets and property of the corporation shall, after necessary expenses thereof, be distributed to another organization exempt under IRC Section 505(c)(3), or corresponding provisions of and subsequent Federal tax laws, or to the Federal government or state or local government for a public purpose, subject to the approval of a Justice of the Supreme Court of the State of Massachusetts.
In any taxable year in which the corporation is a private foundation as described in IRC Section 509(a), the corporation shall distribute its income for said period at such time and manner as not to subject it to tax under IRC Section 4942, and the corporation shall not (a) engage in any act of self-dealing as defined in IRC Section 494 1 (d) retain any excess business holdings as defined in IRC Section 4943(c), (b) make any investments in such manner as to subject the corporation to tax under IRC Section 4944, or (c) make any taxable expenditures as defined in IRC Section 4945(d) or corresponding provisions of any subsequent Federal tax laws.
7.0 Conduct
The Board shall have the authority to suspend any individual member whose conduct is considered detrimental to the Association.
8.0 Indemnification
Each person now or hereafter a Director and officer of this Association, and each person now and thereafter a coach or assistant coach of a team organized by the Association and each person selected to be a referee for the games of said teams shall be indemnified by this Association against all expenses and losses reasonably incurred or suffered by him in conjunction with any claim, action, suit or proceedings, civil or criminal, actual or threatened, to which he may be made a party by reason of his being or having been such Director and officer, coach, assistant coach or referee as aforesaid, or by reason of alleged acts or omissions as such Director and officer, coach, assistant coach or referee except with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the Association, provided, however, that the Association may compromise and settle any claim, action, suit or proceeding and pay such expenses and losses, if such settlement and payment appear to be for the best interest of the Association in the judgment of a majority of the disinterested members of the Board of Directors, whose judgment on the matter shall be final.
9.0 Modification to the Constitution
This Constitution, or any section thereof, may be amended by a two-thirds vote of the members present at the Annual Meeting or at a Special Meeting. Written notice of any proposed changes shall be made to each member of the Board and each member club at least fourteen (14) days prior to the meeting at which such proposed changes shall be submitted to a vote.
10.0 Adoption of the Constitution
This Constitution" was approved at a Special Meeting on June 4, 1992.
The Constitution was amended on December 16, 1993. Section Non-Tax Status Compliance was added in compliance with a Tax Exempt Status requirement.
