NEVADA ELITE FOOTBALL CLUB
A Nevada Nonprofit Corporation
BYLAWS
(amended December 15, 2008)
ARTICLE 1
Name and Boundary
a. The name of this corporation is Nevada Elite Football Club (hereinafter referred to as “NEFC”).
b. The boundary of NEFC is the Reno/Sparks, Nevada, area and surrounding communities.
c. The primary colors of NEFC shall be navy blue and white.
ARTICLE 2
Purpose and Nonprofit Status
a. The purpose of NEFC is to develop, promote, and administer the game of soccer among girls under the age of 19 without regard to race, creed, ability or economic advantage, within the Reno/Sparks area and surrounding communities.
b. NEFC shall be nonprofit and nonpartisan in its operation. No substantial part of the activities of NEFC shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation. NEFC shall not participate or intervene in any political campaign on behalf of any candidate for public office or against any measure being submitted to the people for a vote.
ARTICLE 3
Affiliation
NEFC shall be affiliated with the Great Basin Youth Soccer League (“GBYSL”), Nevada Youth Soccer Association (“NYSA”), United States Youth Soccer Association (“USYSA”), U.S. Soccer Federation (“US Soccer”), and the Fédération Internationale de Football Association (“FIFA”).
ARTICLE 4
Bylaws and Authorities
a. NEFC is governed by these Bylaws and the Constitution and the Bylaws of the GBYSL, except where superseded by the NYSA, USYSA or US Soccer.
b. The governing authority of NEFC shall be its Board of Directors, whose powers and responsibilities are described in these Bylaws. All member teams, which include their players, coaches, parents, and guardians, and the NEFC Board of Directors shall abide by these Bylaws, the Laws of the Game, and the regulations of NEFC as set forth by the Board of Directors, and all applicable rules and regulations of the associations with which NEFC is affiliated.
ARTICLE 5
Membership/Votes
a. Membership: Membership shall be open to any participant in activities of NEFC as follows:
1. The family of each player registered as part of NEFC and GBYSL shall be members of NEFC. Coaches, Assistant Coaches, and the elected and appointed Board of Directors shall be members of NEFC.
2. Membership shall be for a period of one year, concurrent with the seasonal year beginning August 1 through July 31. Insurance shall be for the same period.
b. Votes at General Meetings.
1. Each player’s family or player (if over 18) shall be entitled to one vote, provided that a family having more than one member shall be entitled to the same number of votes as it has registered players.
2. Each Coach, Assistant Coach, and Board Member of NEFC, as described in Section a.1., above, shall be entitled to one vote. If any of these individuals also are entitled to vote under Section b.1., above, they shall be limited to their voting rights under that Section.
3. Voting by members must be in person. There shall be no proxy votes.
4. A quorum shall be constituted by the members present at a duly noticed meeting.
5. A majority vote of the membership shall decide all matters before the membership.
c. Rights. The rights of membership shall be to: 1) elect the Officers of NEFC as provided in Article 7 and to vote at its Annual or Special General Meetings; 2) to present motions; and 3) to attend meetings of the Board of Directors.
d. Meetings.
1. There shall be one Annual General Meeting held each year in the month of July at which the general election of officers and directors shall occur and NEFC business transacted. Additionally, there shall be one membership meeting in the month of December at which other business of NEFC may be transacted.
2. All Annual General and membership meetings will be announced thirty (30) days prior to the Meeting. Notice posted on the NEFC official website and/or sent via e-mail to all members shall be sufficient notice of such meeting.
3. Special General Meetings may be called by the President or by a majority of the Board of Directors for any purpose.
ARTICLE 6
Registration, Fiscal Year, Dues and Fees
a. Registration. All applications for player membership in NEFC shall be submitted annually with the appropriate fees. Accompanying the appropriate fees shall be the following documents:
1. Properly completed registration form(s) for each player, prepared in accordance with current NYSA, GBYSL and NEFC registration requirements and procedures.
2. Upon initial registration of each player, official proof of place and date of birth, e.g., a state- or county-issued birth certificate, or such other form as accepted by NYSA and GBYSL.
b. Fiscal Year. The fiscal year of NEFC shall be determined by the Board of Directors.
c. Dues and Fees. NEFC shall charge such dues and other fees for participation in its program as shall be established by the Board of Directors.
ARTICLE 7
Election of Board of Directors and Officers
a. Number. The total number of Directors with voting rights shall not exceed seven (7), which includes all elected Officers and Directors, as well as any Director appointed due to a vacancy. The maximum number of elected Directors shall not exceed three (3).
b. Elected Officers. The elected Officers may be any individual over the age of 18. The elected Officers each shall serve as a full member of the Board of Directors, and shall consist of the following: President, Vice President, Secretary, and Treasurer. All Officer positions except that of President may be held by a single individual. No Officer may hold the position of Director of Coaching or Registrar.
c. Elected Directors. An elected Director shall be a parent or legal guardian over the age of 18 of a player registered in NEFC. For purposes of determining the qualification of a parent or legal guardian to serve as an elected Director, a player shall be deemed registered when she has completed all paperwork required by NYSA and GBYSL to register for the current or upcoming season and paid all fees and completed all forms required by NEFC due as of the date of the election of Directors. If an elected Director’s child leaves NEFC for any reason during the Director’s term of office, the Director automatically shall be deemed to have resigned the office as of the date and time of either expression of the intent by the player to leave NEFC or completion of paperwork required by GBYSL, NYSA, or USYSA to remove the player from the applicable NEFC roster, including, but not limited to, a player transfer to another team. Elected Directors shall not hold any other elected position within NEFC, or hold the position of Director of Coaching or Registrar. Only one (1) elected Director may be elected from a team; no team may have more than one (1) parent serving as a Director.
d. Appointed Members. The Board may appoint additional members of the Board as deemed necessary by the Board of Directors, which members shall be appointed in an advisory capacity only.
e. Executive Board. The Executive Board of Directors shall consist of: the President, Vice President, Secretary, Treasurer, and, if appointed, the Director of Coaching and Club Registrar.
f. Nominations.
1. No person’s name shall be submitted without first obtaining his/her consent.
2. No candidate may be nominated for President who has not served on the Board of Directors for at least one (1) year prior to his/her nomination for President.
3. At the Annual General Meeting or a Special General Meeting for the purpose of filling a Board vacancy, nominations from the floor from any member (as described in Article 5 above) are permitted provided the individual consents.
g. Elections. Officers and elected Directors shall be elected at the Annual General Meeting. More than one person may share the same office, if both parties agree to share the duties. Elections are subject to the following.
1. No candidate can be elected to office except by a majority vote of the total ballot cast.
2. In the event of a tie, the vote must be retaken until the tie is resolved by voting.
3. When candidates for more than one office are voted on at the same time, a majority of the legal votes cast for each particular office is required to elect a candidate to that office.
4. Members may vote for anyone who is eligible, regardless of whether he/she has been nominated, by writing in the name of their choice on the ballot or voting for him/her on roll call.
5. Any member receiving the necessary vote is elected, unless he/she declines to accept the office.
6. The Vice-President and Secretary shall be elected in even-numbered years together with two elected Directors; the President and Treasurer shall be elected in odd-numbered years together with the remaining elected Directors.
h. Tenure. Officers and elected Directors shall serve for a term of two (2) years. Tenure of office of Officers and elected Directors shall begin effective August 1 following the Annual General Meeting, or upon appointment if the election occurs at any other time. The term of office shall expire on July 31 two (2) years thereafter. Those outgoing Officers and elected Directors shall assist with the transition of their responsibilities to their successors.
i. Term Limits. No individual holding the position of President, Vice-President, Secretary or Treasurer may hold the same elected office for more than three (3) consecutive terms; but nothing shall prevent the mentioned individuals from holding the same elected office for more than three terms, provided that no more than three such terms are consecutive.
j. Vacancies. A vacancy occurring in any office or in any directorship shall be filled by a majority vote of the legal votes cast of the Board of Directors at a meeting called for that purpose or at a regularly scheduled monthly Board Meeting. However, the Board of Directors at its discretion may call for a Special General Meeting for the purpose of filling that vacancy. In that event, the procedure for general election shall be followed with respect to nomination of candidates.
ARTICLE 8
Duties of Elected Officers
a. President: The President shall: 1) preside over all meetings of NEFC and the Board of Directors; 2) be a member ex officio of all committees except the Nominating Committee and the Financial Review Committee; 3) appoint chairpersons of the Standing Committees; 4) be the official spokesperson for NEFC, except when the President at his/her discretion delegates that responsibility; 5) be the NEFC representative at all GBYSL meetings, except when at his/her discretion, that responsibility is delegated to another; 6) oversee the elected Directors; 7) oversee the Director of Coaching (or equivalent position) and Registrar; and 8) negotiate all contracts authorized by the Board, as well as provide supervision over the compliance and performance of all contractors involved in all contracts authorized by the Board.
b. Vice President: The Vice President shall: 1) act as an aide to the President and in the absence of the President, perform all duties of the President; 2) have responsibilities for overseeing and coordinating the administrative functions of NEFC; 3) be the alternate representative at all GBYSL meetings; 4) have responsibilities for overseeing and coordinating the functions of NEFC which are directly involved with the play of the Game; and 5) serve as the chair of the Disciplinary Committee. The Vice President shall not automatically succeed to the office of the President, but anyone elected to such position must be willing to consider a subsequent nomination for President when that office becomes vacant.
c. Secretary: The Secretary shall: 1) make arrangements for meeting locations; 2) notify NEFC members in advance of all monthly scheduled meetings, the Annual General Meeting and any other Board meetings requiring attendance of the Board of Directors; 3) shall keep an accurate record of the proceedings of all scheduled NEFC meetings; 4) shall prepare and distribute minutes for such meetings by the next scheduled meeting; 5) shall keep a record of all policy decisions of the Board and make such decisions readily available at all meetings; 6) keep a record of all correspondence for NEFC; and 7) preserve all records, reports, and official documents of NEFC except those specifically assigned to the custody of other Board members.
d. Treasurer: The Treasurer shall: 1) receive all moneys for NEFC and deposit it into such Bank accounts as approved by the Board; 2) pay all such sums in a timely manner, in accordance with the approved budget as authorized by the Board; 3) verify full performance of all contractor services prior to payment; 4) keep an accurate record of all transactions, receipts and disbursements; 5) be responsible for the timely filing of all legally required filings; 6) present a statement of account to the Board once a month; 7) develop procedures to encourage the fiscal responsibility of NEFC and make a full report at the Annual General Meeting; 8) propose a budget to be presented to the Board no later than May 15 for the succeeding seasonal year (August 1-July 31); and 9) be the Chair of the Budget Committee.
e. Immediate Past President: The Immediate Past President shall serve in an advisory role to the Board.
ARTICLE 9
Duties of the Board of Directors
a. Elected Directors: The elected Directors shall serve at the direction of the Board and may be called upon to assist NEFC with special projects.
b. Meetings, Notice, Quorum, and Voting. The Board of Directors shall meet at least quarterly. At the request of the President and two Board members, a special Board meeting may be held upon four (4) day’s notice by U.S. mail or electronic mail (email), or 48 hours notice by telephone. A quorum shall consist of not less than four (4) Board members. The Board may take action by a majority vote of the legal votes cast of the Board of Directors. Board members who share an office will share only one vote. Board members holding more than one office shall be limited to one vote. The President shall be the Chair of the Board of Directors. In the absence of the President, the Chair shall be determined in order of (b.) through (d.) in Article 8 above (Vice President, Secretary, and Treasurer).
c. Open Meetings. Meetings of the Board of Directors shall be open to all NEFC members. However, the Board may consider items in closed session if the Chair rules them to be confidential on the grounds that their disclosure would be detrimental to the welfare of NEFC.
d. Action by Written Consent. Any action required or permitted to be taken by the Board may be taken without a meeting if a majority of the Board consents in writing to such action. Such written consent shall be filed with the minutes of the proceedings of the Board. Email constitutes an acceptable form of writing.
e. Business.
1. The Executive Board runs the day to day operations of NEFC, subject to the direction of the Board of Directors.
2. The Board of Directors shall attend to such matters as may be referred to it. It shall be responsible to NEFC membership for such conduct of NEFC activities in accordance with these Bylaws and the policies established by the Board.
3. The Board shall adopt an annual budget and establish registration fees as it deems appropriate.
4. The Board shall establish policies and adhere to existing policies of the NYSA, and GBYSL as required or deemed necessary by the Board.
5. The Executive Board of Directors may, by simple majority, vote to expend NEFC funds, not to exceed $500.00 (Five Hundred Dollars) annually, outside of the approved budget. The Executive Board shall report any such expenditure to the full Board of Directors at the next monthly Board Meeting.
f. Contracts. The Board of Directors shall have the authority to enter into contracts on behalf of NEFC.
1. Members of the Executive Board may hold a position or contract with NEFC that pays that member for coaching and training NEFC teams. Any such compensation shall be at fair market value and pursuant to a written contract that specifies the duties and rate of compensation. No member of the Executive Board shall be in any other paid position or contract with NEFC.
2. On any issue in which there is a potential or actual conflict of interest, that member may not vote on the issue.
g. Delegation of Authority by Officers and Board. The Members, Officers, Board, or committees delegating authority retain full responsibility for the performance or exercise of the powers, duties, and responsibilities that they have delegated. They also are responsible for negligence and its consequences in the exercise of the delegated authority.
h. Removal of Officers and Directors.
1. Grounds for removal from office of an Officer or elected Director shall be: (i) continued, gross, or willful neglect of the duties of the office; (ii) failure or refusal to disclose necessary information on matters of organization business; (iii) unauthorized expenditures, unauthorized signing of checks, or misuse of organization funds; (iv) misrepresentation of the organization and its officers to outside persons; (v) conviction of a felony; (vi) failure to maintain membership status of NEFC as detailed in Article 7, Section c., above; or (vii) a majority vote of the legal votes cast by the Board of Directors at a regularly scheduled Board meeting.
2. Adequate notice shall be provided to the accused Officer or Director for the reasons listed in (i)-(v), above, and a fair hearing shall be held before the Board of Directors to determine the validity of those reasons. A reasonable opportunity to defend oneself shall be provided. At the conclusion of the hearing, the Board of Directors shall determine by a majority vote of the legal votes cast by the Board whether to retain or remove the Officer or Director if the Board finds that the reasons are supported by a preponderance of the evidence.
ARTICLE 10
Standing and Special Committees
a. Standing Committees. The following Standing Committees shall be appointed annually by the Board. The term of service of these Committees shall be one (1) year. Committee members may serve succeeding terms without limitation.
1. Budget Committee. The Budget Committee shall prepare in a timely manner a budget for approval by the Board of Directors. The Budget Committee shall have at least three Board members as part of the Committee. The Budget Committee shall be chaired by the Treasurer. The Treasurer shall add additional members at his/her discretion.
2. Disciplinary Committee. The Disciplinary Committee shall: 1) be responsible for hearing protests, ejections, appeals, and complaints; 2) administer discipline; and 3) present a written report of its findings and disciplinary decisions to the Executive Board. The Disciplinary Committee shall hold fair and impartial hearings into all matters brought before it, and shall follow the NYSA guidelines to be used in determining what, if any, discipline is to be imposed. The Disciplinary Committee shall be comprised, at a minimum, of the following: one active coach, one parent who is not an Officer or elected Director, and the Vice President. The Vice President shall chair the Committee and may add additional members at his/her discretion.
3. Scholarship Committee. The Scholarship Committee shall: 1) be responsible for screening and interviewing applicants; 2) grant scholarships; and 3) present a written report of granted scholarships to the Board. The Scholarships Committee shall consist of any three members of the Executive Board. The appointed chair of the Committee may add additional members at his/her discretion.
4. Financial Review Committee. The Financial Review Committee shall provide an independent review of the financial or operational aspects of NEFC at least once every 2 years. A written report of the findings of the Financial Review Committee will be provided to the Board. The Financial Review Committee shall be composed of at least two members in good standing. The President may appoint additional members in his/her discretion.
5. Nominating Committee. In the discretion of the Board, and prior to the Annual General Meeting or a Special General Meeting for the purpose of filling a Board vacancy, the Board of Directors may appoint a Nominating Committee consisting of at least three (3) persons representing a cross-section of NEFC’s membership. The committee members appointed by the Board shall be current or recent members of the Board who, by reason of their service, have a broad and up-to-date knowledge of the needs of NEFC. This Committee may prepare a slate of candidates for all elected offices.
6. Election Committee. In the discretion of the Board, and prior to the Annual General Meeting or a Special General Meeting for the purpose of filling a Board vacancy, the Board of Directors may appoint an Election Committee consisting of at least two (2) persons. The Committee prepares and prints the ballots, distributes the ballots at the Annual General Meeting or a Special General Meeting for the purpose of filling a Board vacancy, collects and counts the ballots, and compiles the results of the election. For other business which requires written votes at any General Meeting, the Committee prepares and prints the ballots, distributes the ballots, collects and counts the ballots, and compiles the results.
b. Special Committees. Special Committees may be appointed by the President or the Board of Directors to assist them at any time, and to delegate investigative, planning, or routine administrative duties to them. The powers, rights, and duties of these Committees shall be provided for in the motion creating them or in the instructions provided to them. These Committees report only to the authority that appointed them. These Committees shall cease to exist when its final report is disposed of. These Committees may be dissolved by the authority that created them.
c. Removing Committee Members. A member of a Committee who is unable or fails to perform his/her duties shall be removed and notified of his/her removal by the appointing or electing authority.
d. Replacing Committee Members. The members of a Committee may be replaced by the appointing or electing authority.
ARTICLE 11
Protests and Appeals
a. Only violations of these Bylaws, violations of the Rules of Play of NEFC, the GBYSL, NYSA, USYSA, or US Soccer, or the improper application of the Laws of the Game shall be proper subjects for protests and appeals.
b. In the matter of protests and appeals, no person associated with youth soccer shall invoke the aid of the Courts of any state or the Federal Courts without first exhausting all available remedies within the appropriate soccer organizations, including a final appearance at the Annual General Meeting of the NYSA.
ARTICLE 12
Rules of Order
Robert’s Rules of Order shall be deemed as adopted at all NEFC meetings, unless otherwise agreed to in advance by the participants, insofar as such rules are not inconsistent with or in conflict with these Bylaws, or regulations by which NEFC is governed. However, meetings may be conducted in a less formal manner as long as substantive processes are not ignored. Form shall not rule over substance.
ARTICLE 13
Changes to Bylaws
a. Individuals proposing amendments to these Bylaws must do so in writing to the NEFC President or Secretary forty-five (45) days prior to a General Meeting.
b. Notification of proposed changes to the Bylaws shall be sent to the membership at least fourteen (14) days prior to a General Meeting.
c. These Bylaws may be amended only by a majority vote of the total ballot cast at any membership meeting.
d. Bylaw changes voted upon at a General Meeting are adopted immediately upon an affirmative majority vote of the membership.
e. NEFC Rules of Play and regulations may be amended by a majority vote of the legal votes cast by the Board of Directors at a regularly scheduled Board Meeting.
ARTICLE 14
Dissolution
In the event that NEFC is dissolved, all of the assets remaining after payment of all debts, shall be distributed to a nonprofit fund, foundation or nonprofit organization established for the purpose of developing youth soccer.
