ABILENE SOCCER CLUB, INC.
A NON-PROFIT CORPORATION
ARTICLE I. Offices
Section 1.01 Principal Office. The principal office of the Corporation in the State of Texas shall be located in the City of Abilene. The Corporation may change such principal office or have such other offices, either within or without the State of Texas, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.
Section 1.02 Registered Office and Agent. The Corporation shall have and continuously maintain in the State of Texas a registered office and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors.
ARTICLE II. Purposes.
Section 2.01. Exclusive Purpose. The purpose for which the Corporation is organized is the transaction of any and all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.
Section 2.02. No Benefits to Private Individuals. No part of the net earnings of the Corporation shall inure to the benefit of any member, director, officer, or private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes.) No member, director, officer, or 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 the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.
Section 2.03. Compliance with Internal Revenue Code. Notwithstanding any other provision of these by-laws, the Corporation shall comply with Section 501(c) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, and will operate to insure that, contributions to the corporation are deductible under Section 170(c) (2) of the Internal Revenue Code and Regulations as they now exist or as they may hereafter be amended.
Section 2.04. Distributions Upon Dissolution. Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all liabilities of the Corporation, distribute the assets of the Corporation exclusively to charitable, religious, scientific, testing for public safety, literary, or educational organizations qualified under the provisions of Section 501(c) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended (or the corresponding provisions of any future United States Internal Revenue law). In no event shall any part of the assets of the Corporation be distributed to any member, director, or officer of the Corporation or to any other private individual.
ARTICLE III. Members
Section 3.01. Classes of Members. The corporation shall have one class of members consisting of one parent or legal guardian for each player selected in accordance with the rules of the Corporation.
Section 3.02. Election of Members. Members shall be elected upon application by a majority vote of the Board of Directors. Membership shall not be denied to anyone because of race, color, creed, national origin, religion, or ability to pay.
Section 3.03. Voting Rights. Each member shall be entitled to one vote per player on each matter submitted to a vote of the members.
Section 3.04. Transfer of Membership. Membership or any interest in this Corporation shall not be assignable by any member.
Section 3.05. Membership Fees. Each member shall pay dues. The amount and the payment schedule shall be determined by the Board of Directors.
Section 3.06. Termination of Membership. The Board of Directors shall have the authority to suspend any member for unsportsmanlike conduct, nonpayment of dues or other breaches of the rules of the Corporation. Suspended members may apply to the Board of Directors for reinstatement.
Section 3.07. Resignation. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay dues or other charges theretofore accrued and unpaid, nor shall such resignation entitle the resigning member to a refund of all or any portion of his or her membership fee.
Section 3.08. Reinstatement. Upon written request signed by a former member and filed with the secretary, the Board of Directors may, by the affirmative vote of a majority of the Directors, reinstate such former member to membership on such terms as the Board of Directors may deem appropriate.
ARTICLE IV. Meetings of Members.
Section 4.01. Annual Meeting. An annual meeting of the members shall be held between July 15th and September 15th each year, beginning with the year 2001, for the purpose of electing directors and for the transaction of other business that may come before meeting. If the day fixed for the annual meeting shall be on a legal holiday in the State of Texas, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting or at any adjournment thereof the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as possible.
Section 4.02. Special Meetings. Special meetings of the members may be called by the President, Board of Directors, or by petition of not less than one-third of the members having voting rights.
Section 4.03. Place of Meetings. The board of Directors may designate any place, either within or without the State of Texas, the place of meeting for any annual meeting, or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Corporation in the State of Texas; but if a quorum shall meet at any time and place, either within or without the state, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting, any corporate action may be taken.
Section 4.04. Notice of Meetings. The Board of Directors shall provide notice of the annual meeting as they deem appropriate to notify members of the Corporation of said meeting. Notice of any special meeting of the membership shall be given in writing at least five days in advance. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid. Any member may waive notice of any meeting of the membership need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.
Section 4.05. Quorum. Those members present at any meeting shall constitute a quorum.
Section 4.06. Limited Authority. No member shall be the agent of any other member, and only the Board of Directors shall have the authority, subject to the limitations stated herein, to make any expenditures of the revenues or dues from members.
ARTICLE V. Board of Directors.
Section 5.01. Limited Powers. The affairs of the Corporation including finances, strategic planning and implementation, real and personal property management and encouragement of education and good sportsmanship shall be managed by its Board of Directors. The Directors shall be persons selected as directed in Section 5.03. The Board of Directors shall have the authority to expend the revenues of membership fees of the Corporation.
Section 5.02. Number and Tenure. The number of Directors shall be a number determined by the Board of Directors that is not less than four or greater than eighteen. Directors shall serve one-year terms.
Section 5.03. Nomination and Election. The Board of Directors shall be nominated by a nominating committee appointed by the Board of Directors and chaired by the President. All Directors shall be elected at the annual meeting of the members of the Corporation. Each Director shall hold office until a successor is elected and qualified. A director may be elected to succeed himself of herself as Director. Director(s) of Coaching (as selected by the prior year’s Board of Directors) will also be a Director (without vote of the members) with full voting rights.
Section 5.04. Annual Meetings. An annual meeting of the Board of Directors shall be held, without other notice than these By-laws, immediately after, and at the same place as, the annual meeting of members. The Board of Directors may provide by resolution the time and place, either within or without the State of Texas, for the holding of additional meetings of the Board without other notice than such resolution.
Section 5.05. Regular Meetings. The Board of Directors may provide for regular meetings by resolution stating the time and place of such meetings. No notice of regular meetings of the Board is required other than a resolution of the Board of Directors stating the time and place of the meetings. Members are welcome to attend.
Section 5.06. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, any five Directors, or by the petition of one-half of the members of the Corporation.
Section 5.07. Notice of Meetings. Notice of any special meeting of the Board of Directors shall be given in writing at least two days in advance. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted nor the purpose of any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these By-laws.
Section 5.08. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of Board unless the act of a greater number is required by law or by these By-laws.
Section 5.09. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these By-laws.
Section 5.10. Vacancies. Any vacancy occurring in the Board of Directors, and any directorship to be filled by reason of an increase in the number of Directors, shall be filled by a majority vote of the Board of Directors. Replacement Directors for a team nominated Director shall be nominated by the affected team. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
Section 5.11. Compensation. Directors shall not receive any salaries for their services.
Section 5.12. Informal Action by Directors. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors.
Section 5.13. Removal. Any Director may be removed by majority vote of the remaining Board of Directors whenever in their judgment the best interests of the Corporation would be served thereby.
ARTICLE VI. Officers.
Section 6.01. Officers. The officers of the Corporation shall be: (i) a President; (ii) two Vice-Presidents; (iii) a Secretary; (iv) a Treasurer; and (v) such other officers as may be elected in accordance with the provisions of the Article. The Board of Directors may elect or appoint such other officers, including one or more assistant secretaries and one or more assistant treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.
Section 6.02. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors. If the election of officers is not held at the meeting, the elections shall be held as soon as possible. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office from the next day following the annual meeting, or if elected at other than the annual meeting, then from the date of his election, until his successor has been duly elected and qualified.
Section 6.03. Compensation. Officers shall not receive any salaries for their services.
Section 6.04. Removal. Any officer may be removed by the Board of Directors whenever in its judgment the best interest of the Corporation would be served thereby.
Section 6.05. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 6.06. Duties of Officers. The duties of the respective officers of the Corporation shall be as follows:
The President shall be the chief administrative officer of the club and will preside at all meetings of the members and the Board of Directors. The President will have check signing authority.
The Vice-presidents shall fill in for the President in his/her absence and perform other duties as assigned by the President.
The Treasurer shall be the custodian of the ASC funds and keep valuable papers and documents and the financial records subject to any control and limitations imposed by the Board. The Treasurer shall pay bills and distribute funds as needed and maintain full and complete records of each transaction of income and expense. The Treasurer will have check signing authority.
The Secretary shall prepare and maintain full and correct minutes of meetings of the Board and shall make available at the next scheduled meeting a copy of the minutes for all Board members to read and approve. The Secretary will keep valuable papers and documents with respect to corporate matters as may be required by the State of Texas and the By-laws. The Secretary may have check signing authority.
ARTICLE VII. Committees.
Section 7.01. Executive Committee. The President, Vice-Presidents, Secretary and Treasurer of the Corporation shall constitute the Executive Committee of the Corporation. The Executive Committee shall have and exercise the authority of the Board of Directors in the management of the Corporation. However, said committee shall not have the authority of the Board of Directors in reference to amending, altering, or repealing the By-laws; electing, appointing, or removing any member of any such committee or any director or officer of the Corporation. The designation and appointment of the Executive Committee and the delegation of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him by law. The Board of Directors shall annually consider, discuss, and approve or disapprove the action of the Executive Committee for the preceding year. The Executive Committee shall have the authority to resolve questions and controversies not otherwise resolved under the rules of the Corporation.
Section 7.02. Other Committees. Other Committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each committee shall be members or employees of the Corporation, and the President of the Corporation shall appoint the members thereof. Any committee member may be removed by the person or persons authorized to appoint the member whenever in their judgment the best interests of the Corporation shall be served by such removal.
Section 7.03. Term of Office. Committee membership shall continue until the next annual meeting of the members of the Corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless the member be removed from the committee, or unless the member shall cease to qualify as a member of the committee.
Section 7.04. Chair and Vice-Chair. One member of each committee shall be appointed Chair and a second member as Vice-Chair by the President of the Board of Directors or be elected by the committee if directed by the President to do so.
Section 7.05. Vacancy. Vacancy in the membership of any committee may be filled by appointment made in the same manner as provided in the case of the original appointment.
Section 7.06. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the members of the committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
ARTICLE VIII. Advisory Board.
The Board of Directors may designate any number of Advisory Board members by resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Said members shall be appointed in recognition of outstanding service and contributions in furtherance of the Corporation purposes. The appointment of the Advisory Board member shall be a post of honor and no Advisory Board member shall have any enforceable rights or duties whatever with respect to the Corporation.
ARTICLE IX. Contracts, Checks, Deposits, and Funds.
Section 9.01. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these By-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. This authority may be general or confined to specific purposes.
Section 9.02. Checks. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by the officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these By-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. This authority may be general or confined to specific purposes.
Section 9.03. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, savings and loan association, or other depositories as the Board of Directors may select.
Section 9.04. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.
ARTICLE XI. Books and Records.
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members and Board of Directors. The Corporation shall keep at the registered or principal office a record giving the names and addresses of members entitled to vote. All books and records of the Corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time with reasonable prior notice.
ARTICLE XII. Fiscal Year.
The fiscal year of the Corporation shall begin on the first day of July and end on the last day of June in each year.
ARTICLE XIII. Waiver of Notice.
Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or the By-laws of the Corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIV. Indemnification.
The Corporation shall indemnify its officers, directors, employees, and agents to the full extent permitted by the Texas Non-Profit Corporation Act, with no restriction to such indemnification intended hereby.
ARTICLE XV. Amendments to By-laws.
These By-laws may be altered, amended, or repealed and new by-laws may be adopted, by the majority vote of both the members and Board of Directors of the Corporation, at any regular meeting or at any special meeting. Notice of intention to alter, amend, or repeal or to adopt new by-laws at such meeting shall be given in writing at least five days in advance. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid. Any member may waive notice of such meeting.