Bylaws

ARTICLE I 

NAME

1.01  Name

The name of this corporation shall be Shaler Soccer Club The business of the corporation may be conducted as Shaler Soccer Club, Shaler SC or Shaler Soccer Association. 

ARTICLE II

PURPOSES AND POWERS

2.01 Purpose

Shaler Soccer Club is a non-profit corporation and shall be operated exclusively for educational and charitable 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.

Shaler Soccer Club is an ICL & Travel Programs soccer club that is open to all youth players (up to 18 years of age when possible) and families from Shaler and its surrounding areas. Our committed focus is to provide a fun, safe, quality soccer experience for all youth who desire to participate. To develop all of our players to the best of their individual ability. To promote excellence in sportsmanship, teamwork and citizenship to all players, coaches, referees and parents.

2.02 Powers  

The corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable purposes, for which the corporation is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes. The powers of the corporation may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions.

2.03 Nonprofit Status and Exempt Activities Limitation.

(a) Nonprofit Legal Status. Shaler Soccer Club is a Pennsylvania non-profit public benefit corporation, recognized as tax exempt under Section 501(c)(3) of the United States Internal Revenue Code.

(b) Exempt Activities Limitation. Notwithstanding any other provision of these Bylaws, no director, officer, employee, member, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code as it now exists or may be amended, or by any organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as it now exists or may be amended. No part of the net earnings of the corporation shall inure to the benefit or be distributable to any director, officer, member, or other private person, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation and these Bylaws.

(c) Distribution Upon Dissolution.  Upon termination or dissolution of the Shaler Soccer Club, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the 1986 Internal Revenue Code (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.

The organization to receive the assets of the Shaler Soccer Club hereunder shall be selected in the discretion of a majority of the managing body of the corporation, and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the Shaler Soccer Club, by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the State of Pennsylvania.

In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to the Shaler Soccer Club, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of Pennsylvania to be added to the general fund.

ARTICLE III

MEMBERSHIP

3.01 No Membership Classes

The corporation shall have no members who have any right to vote or title or interest in or to the corporation, its properties and franchises.

3.02 Non-Voting Affiliates

The board of directors may approve classes of non-voting affiliates with rights, privileges, and obligations established by the board. Affiliates may be individuals, businesses, and other organizations that seek to support the mission of the corporation. The board, a designated committee of the board, or any duly elected officer in accordance with board policy, shall have authority to admit any individual or organization as an affiliate, to recognize representatives of affiliates, and to make determinations as to affiliates’ rights, privileges, and obligations.  At no time shall affiliate information be shared with or sold to other organizations or groups without the affiliate’s consent. At the discretion of the board of directors, affiliates may be given endorsement, recognition and media coverage at fundraising activities, clinics, other events or at the corporation website. Affiliates have no voting rights, and are not members of the corporation.

3.03 Dues

 Any dues for affiliates shall be determined by the board of directors.

3.04 Membership Qualifications

There will be two classes of membership in the Shaler Soccer Club (“the Club” or “SSC”): Full and Affiliate membership.

Full membership in the SSC will be limited to any adult person residing in the area outlined in Article 1, Section 2 of the Constitution of the Shaler Soccer Club (“the Constitution”), who has paid the applicable registration fee for the preceding, current or upcoming Playing Season, subject to those additional requirements as may, from time to time, be established by formal resolutions of the Board of Directors.

Any family residing outside of the area outlined in Article 1, Section 2 of the Constitution, which was previously a member of the SSC, shall continue to be eligible for membership. Any other family residing outside the area outlined in Article 1, Section 2 of the Constitution may be eligible for membership with the approval of the Board of Directors. The Registrar will advise the Board of Directors of these circumstances before they are permitted to participate in activities of the SSC.

Affiliate Membership in the club will be limited to any adult person who has been sponsored for affiliate membership by any Member in good standing, subject to the approval of the Board of Directors. The rights and responsibilities of the Affiliate Members will be determined by the Board of Directors.

3.05 APPLICATION FOR MEMBERSHIP

All applications for membership shall be made upon completion of the applicable season registration form and payment of the required dues, fees, and other charges. These registration forms will be maintained by the Registrar and shall be submitted by the published dates, as determined by the Board of Directors.

Spring Registration runs from December 1^st through January 31^st and Fall Registration runs from May 1^st through June 30^th of the corresponding season. Registrations will not be accepted beyond February 17^th for Spring and July 17^th for fall of the corresponding season.

The Board of Directors may adjust these dates in accordance with changes in the start dates of the Playing Season set by PA West Soccer Association (“PWSA”).

3.06 LATE APPLICATION FOR MEMBERSHIP/REGISTRATION

Any Application for Membership/Registration received after the dates outlined in Section 3.05 above will be considered by the Board of Directors, on a case-by-case basis.

Acceptance of a Late Application/Registration will be based on availability, based on the target maximum team size. The Club will make no guarantee for placement on a team for late applicants/registrants.

The Registrant will be responsible for the entirety of the seasonal registration fee (with no prorated reduction) plus any applicable late fees, as published and determined by the Board of Directors prior to the opening of the registration period.

3.07 RESIGNATION

Any member wishing to resign their membership from the Club may do so by submitting a written resignation to the Board of Directors. Refunds of fees, dues or other charges will not be made after the second week of the applicable playing season as prescribed by PWSA. All refunds made prior to the second week of the applicable playing season will be reduced by an early withdrawal penalty assessed to cover uniform, equipment, and insurance costs incurred by the Club. The early withdrawal penalty shall be determined at the sole discretion of the Board of Directors prior to the opening of the registration period and will be disclosed on all registration forms.

3.08 VOTING RIGHTS OF MEMBERS

Each adult member in good standing with the Club shall be entitled to vote on business matters affecting the Club at the Annual, General, or Special Meetings.

Each adult member in good standing with the Club shall be entitled to one (1) vote in any voting matter brought before the membership. Each family will have a maximum of two (2) votes.

Voting by proxy shall not be allowed under any circumstances.

3.09 DISCIPLINE

The Board of Directors shall have full authority to suspend or expel any member including but not limited to player, coach, assistant coach, commissioner, parent member,etc. for proper cause. Proper cause may consist of the violation of any provision of the Constitution, By-Laws, Policies and Procedures of the Club as propounded from time to time by the Board of Directors. Suspension or expulsion may also occur if the member engages in conduct, which, in the opinion of the Board, may be contrary to the Club's purposes.

The Board of Directors will advise the suspended or expelled member of their action, in writing, within fifteen (15) days of its decision.

3.10 ALCOHOLIC BEVERAGES AND ILLEGAL DRUGS

All alcoholic beverages and/or illegal drugs are prohibited at all SSC functions, including but not limited to: practices, games, scrimmages, training, picnics, special events, etc.

The purchase and consumption of alcoholic beverages and/or illegal drugs at any meeting or function of the Club will not be the responsibility of the Club. Provisions shall be made to ensure that those attending such meetings or functions will be advised that the purchase and consumption will be solely the responsibility of the attending member and/or guest of the member. Alcoholic beverages may be purchased and consumed at meetings of the Board of Directors in accordance with all local, state, and federal laws, rules, and regulations.

DUES AND FEES

3.11 REQUIRED PWSA FEE

The Club is required by the PWSA to collect a fee from each and every player registered with the PWSA. This fee, defined by PWSA, is non-discretionary on the part of the Club and is subsequently paid in total by the Club to PWSA. The fee is included in the SSC player registration fee.

3.12 MEMBERSHIP DUES/REGISTRATION FEES

All members registering a child to play with the Club will be assessed appropriate membership dues and/or registration fees. These dues and/or fees are due and payable upon Application for Membership/Registration as prescribed in Chapter 1 of these By-Laws.

No membership rights including playing privileges will be permitted until such dues and/or fees are paid. The dues and/or fees will be established prior to the applicable Playing Season of the Club by the Board of Directors. The membership will be advised of the subsequent Playing Season dues/fee structure prior to the opening of registration.

3.13 AUTHORITY

The Board of Directors shall have the authority to establish the dues, fees, and payment structure for each Playing Season.

The dues and fees will be determined by the Board based on expenses and revenues of the prior Fiscal Year and anticipated expenses and revenues for the next Fiscal Year.

Upon written request by a member in good standing, a budget report will be provided to the requesting member justifying the establishment of the fees, dues, and other charges. However, the establishment and presentation of a budget will not be required. Such written request must be made no sooner than the publication of said dues and fees and no later than the close of registration. Late registrants may also make this request, which will be considered by the Board of Directors on a case by case basis.

ARTICLE IV

BOARD OF DIRECTORS

4.01 Number of Directors

Shaler Soccer Club shall have a board of directors consisting of at least 4 and no more than 15 directors. Within these limits, the board may increase or decrease the number of directors serving on the board, including for the purpose of staggering the terms of directors.

4.02 Powers

All corporate powers shall be exercised by or under the authority of the board and the affairs of the Shaler Soccer Club shall be managed under the direction of the board, except as otherwise provided by law.

4.03 Terms

(a) All directors shall be elected to serve a two-year term, however the term may be extended until a successor has been elected. 

(b) Director terms shall be staggered so that approximately half the number of directors will end their terms in any given year. 

(c)  Directors may serve terms in succession.

(d) The term of office shall be considered to begin January 1 and end December 31 of the same year in office, unless the term is extended until such time as a successor has been elected.

4.04 Qualifications and Election of Directors

In order to be eligible to serve as a director on the board of directors, the individual must be 18 years of age and a member in good standing as outlined by Section 3.04. Directors may be elected at any general or special meeting by the majority vote members at large. The election of directors to replace those who have fulfilled their term of office shall take place during the Annual General Meeting scheduled each year.

The following procedures shall apply to the nominating process for the election of officers and board members:

1.    The President at or before the August Board meeting shall appoint a Nominating Committee.  The Nominating Committee shall consist of three (3) or more members of the Club, one of which shall be appointed Chairperson by the committee members.

   i.         The Nominating Committee shall be charged with submitting names to the General Membership at the Annual General Meeting for the six (6) Executive Board members of the Club as well as ten (10) names for the seven (7) At-Large Board member positions for their consideration.  All nominations must have the consent of the nominee.

  ii.        Nominations for the Executive or At-Large Board members may be made from the floor at the Annual General Meeting, at which the election of officers occurs.  Due to the lack of adequate preparation time, otherwise afforded those who declared their intent previously, all such nominations must submit to a line of questioning from the nominating committee and receive a confirmation of a simple majority of representatives from the nominating committee.

Depending on the number of candidates for each position, the voting may either be done through a voice vote of the membership present, or if deemed appropriate by the President, a secret ballot may be called.

4.05 Vacancies

The board of directors may fill vacancies due to the expiration of a director’s term of office, resignation, death, or removal of a director or may appoint new directors to fill a previously unfilled board position, subject to the maximum number of directors under these Bylaws.

(a) Unexpected Vacancies. Vacancies in the board of directors due to resignation, death, or removal shall be filled by the board for the balance of the term of the director being replaced.

4.06 Removal of Directors

A director may be removed by two-thirds (⅔) vote of the board of directors then in office, if:

(a)  the director is absent and unexcused from two or more meetings of the board of directors in a twelve month period. The board president is empowered to excuse directors from attendance for a reason deemed adequate by the board president. The president shall not have the power to excuse him/herself from the board meeting attendance and in that case, the board vice president shall excuse the president. Or: 

(b)  for cause or no cause, if before any meeting of the board at which a vote on removal will be made the director in question is given electronic or written notification of the board’s intention to discuss her/his case and is given the opportunity to be heard at a meeting of the board.

4.07 Board of Directors Meetings.

(a)  Regular Meetings. The board of directors shall have a minimum of four (4) regular meetings each calendar year at times and places fixed by the board. Board meetings shall be held upon four (4) days notice by first-class mail, electronic mail, or facsimile transmission or forty-eight (48) hours notice delivered personally or by telephone. If sent by mail, facsimile transmission, or electronic mail, the notice shall be deemed to be delivered upon its deposit in the mail or transmission system. Notice of meetings shall specify the place, day, and hour of meeting. The purpose of the meeting need not be specified. 

(b)  Special Meetings. Special meetings of the board may be called by the president, vice president, secretary, treasurer, or any two (2) other directors of the board of directors. A special meeting must be preceded by at least 2 days notice to each director of the date, time, and place, but not the purpose, of the meeting.

(c)  Waiver of Notice. Any director may waive notice of any meeting, in accordance with Pennsylvania law.

4.08 Manner of Acting.

(a) Quorum.  A majority of the directors in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting of the board. No business shall be considered by the board at any meeting at which a quorum is not present. 

(b) Majority Vote. Except as otherwise required by law or by the articles of incorporation, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board.

(C) Hung Board Decisions. On the occasion that directors of the board are unable to make a decision based on a tied number of votes, the president or treasurer in the order of presence shall have the power to swing the vote based on his/her discretion.

(d) Participation. Except as required otherwise by law, the Articles of Incorporation, or these Bylaws, directors may participate in a regular or special meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting, including in person, internet video meeting or by telephonic conference call.

4.09 Compensation for Board Service

Directors shall receive no compensation for carrying out their duties as directors. The board may adopt policies providing for reasonable reimbursement of directors for expenses incurred in conjunction with carrying out board responsibilities, such as travel expenses to attend board meetings.

4.10 Compensation for Professional Services by Directors

Directors are not restricted from being remunerated for professional services provided to the corporation. Such remuneration shall be reasonable and fair to the corporation and must be reviewed and approved in accordance with the board Conflict of Interest policy and state law.

4.11    RESPONSIBILITIES

The Board of Directors shall handle the management and operation of the Club, and shall be responsible for and have the final authority, except where otherwise provided for:

o  Enforcing and interpreting the Constitution, By-Laws, Policies, and Procedures of the Club;

o  Defining and establishing Policies, and Procedures for the Club;

o  Creating appropriate committees such as: Nominating, Picnic, Player Development, Coaches Development, Fields, Equipment, Traveling Teams, Referee Development, Long Range Planning, Ways and Means, Registration, Concession Stand, etc.;

o  Establishing the fees, dues, and other charges for the succeeding Playing Season;

o  Review and approval of all actions of appointed committees;

o  Review and approval of all commissioners and coaches for each Playing Season;

o  Recommending potential election candidates for the Annual General Meeting;

o  Approval of all expenditures of the Club exceeding $100 and suspending approval of expenditures on a case-by-case basis where prudent and expeditious to the operation of the Club, yet requiring the Treasurer to advise the Board of applicable payments at each meeting of the Board;

o  Establishing temporary rules and regulations for specific cases not provided for elsewhere, but which are deemed necessary by the Board to carry out the objectives of the Club; and,

o  Review the Constitution, By-Laws, Policies, and Procedures of the Club to ensure consistency with the provisions of affiliate organizations, to remedy inequities or inconsistencies, and to recommend to any Special or General Meeting of the membership desirable changes to the Constitution, By-Laws, Rules and Regulations and Policies.

ARTICLE V

COMMITTEES

5.01 Committees

The board of directors may, by the resolution adopted by a majority of the directors then in office, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except that no committee, regardless of board resolution, may:

(a)  take any final action on matters which also requires board members’ approval or approval of a majority of all members;

(b)  fill vacancies on the board of directors of in any committee which has the authority of the board;

(c)  amend or repeal Bylaws or adopt new Bylaws;

(d)  amend or repeal any resolution of the board of directors which by its express terms is not so amendable or repealable;

(e)  appoint any other committees of the board of directors or the members of these committees;

(f)  expend corporate funds to support a nominee for director; or

(g)  approve any transaction;

(i)   to which the corporation is a party and one or more directors have a material financial interest; or

(ii)   between the corporation and one or more of its directors or between the corporation or any person in which one or more of its directors have a material financial interest.

5.2        Meetings and Action of Committees

Meetings and action of the committees shall be governed by and held and taken in accordance with, the provisions of Article IV of these Bylaws concerning meetings of the directors, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee. Special meetings of the committee may also be called by resolution of the board of directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The board of directors may adopt rules for the governing of the committee not inconsistent with the provision of these Bylaws.

5.3        Informal Action By The Board of Directors

Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed by the consensus of a quorum. For purposes of this section an e-mail transmission from an e-mail address on record constitutes a valid writing. The intent of this provision is to allow the board of directors to use email to approve actions, as long as a quorum of board members gives consent.

ARTICLE VI

OFFICERS

6.01 Board Officers

The officers of the corporation shall be a board president, vice-president, secretary, registrar and treasurer, all of whom shall be chosen by, and serve at the pleasure of, the board of directors. Each board officer shall have the authority and shall perform the duties set forth in these Bylaws or by resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers. The board may also appoint additional vice-presidents and such other officers as it deems expedient for the proper conduct of the business of the corporation, each of whom shall have such authority and shall perform such duties as the board of directors may determine. One person may hold two or more board offices, but no board officer may act in more than one capacity where action of two or more officers is required.

6.02 Term of Office

Each officer shall serve a two-year term of office and may not serve more than three (3) consecutive terms of office. Unless unanimously elected by the board at the end of his/her third 2 year terms (a total of six years) or to fill a vacancy in an officer position, each board officer’s term of office shall begin upon the adjournment of the board meeting at which elected and shall end upon the adjournment of the board meeting during which a successor is elected.

6.03 Removal and Resignation

The board of directors may remove an officer at any time, with or without cause. Any officer may resign at any time by giving written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Any resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice, unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary to make it effective.

6.04 Board President

The board president shall be the chief volunteer officer of the corporation. The board president shall lead the board of directors in performing its duties and responsibilities, including, if present, presiding at all meetings of the board of directors, and shall perform all other duties incident to the office or properly required by the board of directors.

6.05 Vice President

In the absence or disability of the board president, the ranking vice-president or vice-president designated by the board of directors shall perform the duties of the board president. When so acting, the vice-president shall have all the powers of and be subject to all the restrictions upon the board president. The vice-president shall have such other powers and perform such other duties prescribed for them by the board of directors or the board president. The vice-president shall normally accede to the office of board president upon the completion of the board president’s term of office.

6.06 Secretary

The secretary shall keep or cause to be kept a book of minutes of all meetings and actions of directors and committees of directors. The minutes of each meeting shall state the time and place that it was held and such other information as shall be necessary to determine the actions taken and whether the meeting was held in accordance with the law and these Bylaws. The secretary shall cause notice to be given of all meetings of directors and committees as required by the Bylaws. The secretary shall have such other powers and perform such other duties as may be prescribed by the board of directors or the board president. The secretary may appoint, with approval of the board, a director to assist in performance of all or part of the duties of the secretary.

6.07 Treasurer

The treasurer shall be the lead director for oversight of the financial condition and affairs of the corporation. The treasurer shall oversee and keep the board informed of the financial condition of the corporation and of audit or financial review results. In conjunction with other directors or officers, the treasurer shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of the corporation, are made available to the board of directors on a timely basis or as may be required by the board of directors. The treasurer shall perform all duties properly required by the board of directors or the board president. The treasurer may appoint, with approval of the board a qualified fiscal agent or member of the staff to assist in performance of all or part of the duties of the treasurer.

6.08 REGISTRAR

The Registrar shall be responsible for:

o  Maintaining a complete record (including birth certificates upon initial registration with the Club) of all teams and players for the purpose of player registration, team affiliation, voting and fee assessment with PWSA;

o  Making the necessary arrangements for the semi-annual registration of players including online registration through the Affinity website; (Board Comment: Added to reflect updated registration process)

o  Advising the Board of any non-resident applicants for Club membership prior to the rostering of players;

o  Representing the Club at the semi-annual registration of players with the appropriate PWSA registrar and ensure that all players cards (where appropriate) and rosters are in proper order; and,

o  Providing the equipment and field managers and the Board with summaries necessary for the performance of their responsibilities.

6.09 Non-Director Officers

The board of directors may designate additional non-voting officer positions of the corporation and may appoint and assign duties to other non-director officers of the corporation.

Such offices may include but not limited to:

·     Chief Executive Officer

·     Chief Financial Officer

·     Chief Operating Officer

ARTICLE VII

CONTRACTS, CHECKS, LOANS,

INDEMNIFICATION AND RELATED MATTERS

7.01 Contracts and other Writings

Except as otherwise provided by resolution of the board or board policy, all contracts, deeds, leases, mortgages, grants, and other agreements of the corporation shall be executed on its behalf by the treasurer or other persons to whom the corporation has delegated authority to execute such documents in accordance with policies approved by the board.

7.02 Checks, Drafts

All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the board.

7.03 Deposits

All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depository as the board or a designated committee of the board may select.

7.04 Loans

No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the board. Such authority may be general or confined to specific instances.

7.05 Indemnification

(a) Mandatory Indemnification. The corporation shall indemnify a director or former director, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a director of the corporation against reasonable expenses incurred by him or her in connection with the proceedings.

(b) Permissible Indemnification. The corporation shall indemnify a director or former director made a party to a proceeding because he or she is or was a director of the corporation, against liability incurred in the proceeding, if the determination to indemnify him or her has been made in the manner prescribed by the law and payment has been authorized in the manner prescribed by law.

(c) Advance for Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of (I) a written affirmation from the director, officer, employee or agent of his or her good faith belief that he or she is entitled to indemnification as authorized in this article, and (II) an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation in these Bylaws.

(d) Indemnification of Officers, Agents and Employees. An officer of the corporation who is not a director is entitled to mandatory indemnification under this article to the same extent as a director. The corporation may also indemnify and advance expenses to an employee or agent of the corporation who is not a director, consistent with Pennsylvania Law and public policy, provided that such indemnification, and the scope of such indemnification, is set forth by the general or specific action of the board or by contract.

ARTICLE VIII

MISCELLANEOUS

8.01 Books and Records

The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its board of directors, a record of all actions taken by board of directors without a meeting, and a record of all actions taken by committees of the board. In addition, the corporation shall keep a copy of the corporation’s Articles of Incorporation and Bylaws as amended to date. 

8.02 Fiscal Year

The fiscal year of the corporation shall be from July 1 to June 30 of each year. 

8.03 Conflict of Interest

The board shall adopt and periodically review a conflict of interest policy to protect the corporation's interest when it is contemplating any transaction or arrangement which may benefit any director, officer, employee, affiliate, or member of a committee with board-delegated powers.

8.04 Nondiscrimination Policy

The officers, directors, committee members, employees, and persons served by this corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation. It is the policy of Shaler Soccer Club not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin.

8.05 Bylaw Amendment

These Bylaws may be amended, altered, repealed, or restated by a vote of the majority of the board of directors then in office at a meeting of the Board, provided, however,

(a)   that no amendment shall be made to these Bylaws which would cause the corporation to cease to qualify as an exempt corporation under Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code; and, 

(b) that an amendment does not affect the voting rights of directors. An amendment that does affect the voting rights of directors further requires ratification by a two-thirds (⅔) vote of a quorum of directors at a Board meeting.

(c)   that all amendments be consistent with the Articles of Incorporation.

RULES OF CONDUCT

Robert's Rules of Order shall be deemed to be adopted at all meetings conducted by the Club unless otherwise agreed to by the members present.

8.06    SIGNATURES

Any check or draft disbursing funds of the Club exceeding $1000 must be approved by the Board.  Suspension of the Board Approval Rule may be done on a case-by-case basis for the prudent and expeditious operation of the club. In this case, written approval must be given by the President or Vice Presidents and must be duly noted in the records kept by the Treasurer and Secretary.

8.07    NON-LEAGUE GAMES

Any Shaler Soccer Club team participating in a non-league game shall be responsible for all of its own expenses.

8.08    AGE GROUP CLASSIFICATION

The Club shall adhere to the age group classifications established each year by PWSA. All children will be assigned to the age group into which they fall according to their birthdate, unless it is deemed a necessity for the foundation of a team in another age group.

The Board of Directors, in conjunction with the age group commissioners, can decide to move players up or down an age bracket, with parental approval, in order to have enough players to field a team.

8.09    Play up Requests

This would be handled on a player by player basis. “Playing Up” because a player excels would not be an option until U8 (playing up to U10). Request would come from parents, current coach or age group commissioner. If the request comes from the parents, the board would request input from the current or last coach the player had. If the request came from the coach or commissioner, we would need parent approval. Each request would have to be voted on by the Board. Requests can be made at the start of each Playing Season. The player evaluations, which should be done at the end of each season by the coaches, may be used to help determine if the player should be evaluated and moved up for the following season. There must be an opening on the roster for the player. Once the decision is made to “Play Up”, the player must continue to play at that age group for the remainder of the season.

Establishment of a team must be accomplished prior to the start of any Playing Season.

Upon initial registration with the Club, all players will be required to provide the Registrar with a copy of their official birth certificate. These will be maintained by the Registrar in the appropriate records of the Club. Copies of other evidences of birth will not be accepted, as they are not acceptable evidences of birth allowable by PWSA.

8.10    PLAYING TIME

All SSC players in attendance at any SSC game must participate in playing at least one-half (1/2) of every game.

8.11    POLICIES AND PROCEDURES

The Board of Directors, as outlined under the Constitution and these By- Laws, may adopt any policy or procedure in addition to those set forth in these By-Laws. However, any policy or procedure shall not conflict with any provision of the Constitution or these By-Laws.

All Policies and Procedures of the Club shall be attached to these By-Laws and shall be adhered to until amended, repealed or suspended as provided under these By-Laws.

8.12    Return to Play

The club will publish and maintain a Return to Play document that aligns with PA West, state and local governments for safe and healthy play.

Revisions and repeals of Return to Play document language will require simple majority vote of the club’s Board of Directors and shall be recognized with the same weight as any other bylaw provision.

Failure to abide by the Return to Play document shall result in disciplinary review under Chapter 1.6.

ARTICLE IX

COUNTERTERRORISM AND DUE DILIGENCE POLICY

In furtherance of its exemption by contributions to other organizations, domestic or foreign, Shaler Soccer Club shall stipulate how the funds will be used and shall require the recipient to provide the corporation with detailed records and financial proof of how the funds were utilized.

Although adherence and compliance with the US Department of the Treasury’s publication the “Voluntary Best Practice for US. Based Charities” is not mandatory, Shaler Soccer Club willfully and voluntarily recognizes and puts to practice these guidelines and suggestions to reduce, develop, re-evaluate and strengthen a risk-based approach to guard against the threat of diversion of charitable funds or exploitation of charitable activity by terrorist organizations and their support networks.

Shaler Soccer Club shall also comply and put into practice the federal guidelines, suggestion, laws and limitation set forth by pre-existing U.S. legal requirements related to combating terrorist financing, which include, but are not limited to, various sanctions programs administered by the Office of Foreign Assets Control (OFAC) in regard to its foreign activities.

ARTICLE X

DOCUMENT RETENTION POLICY

10.01 Purpose

The purpose of this document retention policy is establishing standards for document integrity, retention, and destruction and to promote the proper treatment of Shaler Soccer Club records.

10.02 Policy

Section 1. General Guidelines. Records should not be kept if they are no longer needed for the operation of the business or required by law. Unnecessary records should be eliminated from the files. The cost of maintaining records is an expense which can grow unreasonably if good housekeeping is not performed. A mass of records also makes it more difficult to find pertinent records.

From time to time, Shaler Soccer Club may establish retention or destruction policies or schedules for specific categories of records in order to ensure legal compliance, and also to accomplish other objectives, such as preserving intellectual property and cost management. Several categories of documents that warrant special consideration are identified below. While minimum retention periods are established, the retention of the documents identified below and of documents not included in the identified categories should be determined primarily by the application of the general guidelines affecting document retention, as well as the exception for litigation relevant documents and any other pertinent factors.

Section 2. Exception for Litigation Relevant Documents. Shaler Soccer Club expects all officers, directors, and employees to comply fully with any published records retention or destruction policies and schedules, provided that all officers, directors, and employees should note the following general exception to any stated destruction schedule: If you believe, or the Shaler Soccer Club informs you, that corporate records are relevant to litigation, or potential litigation (i.e. a dispute that could result in litigation), then you must preserve those records until it is determined that the records are no longer needed. That exception supersedes any previously or subsequently established destruction schedule for those records.

Section 3. Minimum Retention Periods for Specific Categories

(a) Corporate Documents. Corporate records include the corporation’s Articles of Incorporation, By-Laws and IRS Form 1023 and Application for Exemption. Corporate records should be retained permanently. IRS regulations require that the Form 1023 be available for public inspection upon request.

(b) Tax Records. Tax records include, but may not be limited to, documents concerning payroll, expenses, proof of contributions made by donors, accounting procedures, and other documents concerning the corporation’s revenues. Tax records should be retained for at least seven years from the date of filing the applicable return.

(c) Employment Records/Personnel Records. State and federal statutes require the corporation to keep certain recruitment, employment and personnel information. The corporation should also keep personnel files that reflect performance reviews and any complaints brought against the corporation or individual employees under applicable state and federal statutes. The corporation should also keep in the employee's personnel file all final memoranda and correspondence reflecting performance reviews and actions taken by or against personnel. Employment applications should be retained for three years. Retirement and pension records should be kept permanently. Other employment and personnel records should be retained for seven years.

(d) Board and Board Committee Materials. Meeting minutes should be retained in perpetuity in the corporation’s minute book. A clean copy of all other Board and Board Committee materials should be kept for no less than three years by the corporation.

(e) Press Releases/Public Filings. The corporation should retain permanent copies of all press releases and publicly filed documents under the theory that the corporation should have its own copy to test the accuracy of any document a member of the public can theoretically produce against the corporation.

(f) Legal Files. Legal counsel should be consulted to determine the retention period of particular documents, but legal documents should generally be maintained for a period of ten years.

(g) Marketing and Sales Documents. The corporation should keep final copies of marketing and sales documents for the same period of time it keeps other corporate files, generally three years. An exception to the three-year policy may be sales invoices, contracts, leases, licenses, and other legal documentation. These documents should be kept for at least three years beyond the life of the agreement.

(h) Development/Intellectual Property and Trade Secrets. Development documents are often subject to intellectual property protection in their final form (e.g., patents and copyrights). The documents detailing the development process are often also of value to the corporation and are protected as a trade secret where the corporation:

(i) derives independent economic value from the secrecy of the information; and

(ii) has taken affirmative steps to keep the information confidential.

The corporation should keep all documents designated as containing trade secret information for at least the life of the trade secret.

(i) Contracts. Final, execution copies of all contracts entered into by the corporation should be retained. The corporation should retain copies of the final contracts for at least three years beyond the life of the agreement, and longer in the case of publicly filed contracts.

(j) Correspondence. Unless correspondence falls under another category listed elsewhere in this policy, correspondence should generally be saved for two years.

(k) Banking and Accounting. Accounts payable ledgers and schedules should be kept for seven years. Bank reconciliations, bank statements, deposit slips and checks (unless for important payments and purchases) should be kept for three years. Any inventories of products, materials, and supplies and any invoices should be kept for seven years.

(l) Insurance. Expired insurance policies, insurance records, accident reports, claims, etc. should be kept permanently.

(m) Audit Records. External audit reports should be kept permanently. Internal audit reports should be kept for three years.

Section 4. Electronic Mail. E-mail that needs to be saved should be either:

(i) printed in hard copy and kept in the appropriate file; or

(ii) downloaded to a computer file and kept electronically or on disk as a separate file. The retention period depends upon the subject matter of the e-mail, as covered elsewhere in this policy.

ARTICLE XI

TRANSPARENCY AND ACCOUNTABILITY

DISCLOSURE OF FINANCIAL INFORMATION WITH THE PUBLIC

11.01 Purpose

By making full and accurate information about its mission, activities, finances, and governance publicly available, Shaler Soccer Club practices and encourages transparency and accountability to the general public. This policy will:

(a)  indicate which documents and materials produced by the corporation are presumptively open to staff and/or the public

(b) indicate which documents and materials produced by the corporation are presumptively closed to staff and/or the public

(c)  specify the procedures whereby the open/closed status of documents and materials can be altered.

The details of this policy are as follow:

11.02  Financial and IRS documents (The form 1023 and the form 990)

Shaler Soccer Club shall provide its Internal Revenue forms 990, 990-T, 1023 and 5227, bylaws, conflict of interest policy, and financial statements to the general public for inspection free of charge.

11.03  Means and Conditions of Disclosure

Shaler Soccer Club shall make “Widely Available” the aforementioned documents on its internet website: www.shalersoccerclub.com to be viewed and inspected by the general public.

(a)  The documents shall be posted in a format that allows an individual using the Internet to access, download, view and print them in a manner that exactly reproduces the image of the original document filed with the IRS (except information exempt from public disclosure requirements, such as contributor lists).

(b) The website shall clearly inform readers that the document is available and provide instructions for downloading it.

(c)  Shaler Soccer Club shall not charge a fee for downloading the information. Documents shall not be posted in a format that would require special computer hardware or software (other than software readily available to the public free of charge).

(d) Shaler Soccer Club shall inform anyone requesting the information where this information can be found, including the web address. This information must be provided immediately for in-person requests and within 7 days for mailed requests.

11.04 IRS Annual Information Returns (Form 990)

Shaler Soccer Club shall submit the Form 990 to its board of directors prior to the filing of the Form 990. While neither the approval of the Form 990 or a review of the 990 is required under Federal law, the corporation’s Form 990 shall be submitted to each member of the board of director’s via (hard copy or email) at least 10 days before the Form 990 is filed with the IRS.

11.05 Board

(a)  All board deliberations shall be open to the public except where the board passes a motion to make any specific portion confidential.

(b) All board minutes shall be open to the public once accepted by the board, except where the board passes a motion to make any specific portion confidential.

(c)  All papers and materials considered by the board shall be open to the public following the meeting at which they are considered, except where the board passes a motion to make any specific paper or material confidential.

11.06 Staff Records

(a)  All staff records shall be available for consultation by the staff member concerned or by their legal representatives.

(b) No staff records shall be made available to any person outside the corporation except the authorized governmental agencies.  

(c)  Within the corporation, staff records shall be made available only to those persons with managerial or personnel responsibilities for that staff member, except that

(d) Staff records shall be made available to the board when requested.

11.07 Donor Records

(a)  All donor records shall be available for consultation by the members and donors concerned or by their legal representatives.

(b) No donor records shall be made available to any other person outside the corporation except the authorized governmental agencies. 

(c)  Within the corporation, donor records shall be made available only to those persons with managerial or personnel responsibilities for dealing with those donors, except that ;

(d) donor records shall be made available to the board when requested. 

ARTICLE XII

CODES OF ETHICS AND WHISTLEBLOWER POLICY

12.01 Purpose

Shaler Soccer Club requires and encourages directors, officers and employees to observe and practice high standards of business and personal ethics in the conduct of their duties and responsibilities. The employees and representatives of the corporation must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. It is the intent of Shaler Soccer Club to adhere to all laws and regulations that apply to the corporation and the underlying purpose of this policy is to support the corporation’s goal of legal compliance. The support of all corporate staff is necessary to achieving compliance with various laws and regulations.

12.02 Reporting Violations

If any director, officer, staff or employee reasonably believes that some policy, practice, or activity of Shaler Soccer Club is in violation of law, a written complaint must be filed by that person with the vice president or the board president.

12.03 Acting in Good Faith

Anyone filing a complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false shall be subject to civil and criminal review.

12.04 Retaliation

Said person is protected from retaliation only if she/he brings the alleged unlawful activity, policy, or practice to the attention of Shaler Soccer Club and provides the Shaler Soccer Club with a reasonable opportunity to investigate and correct the alleged unlawful activity. The protection described below is only available to individuals that comply with this requirement.

Shaler Soccer Club shall not retaliate against any director, officer, staff or employee who in good faith, has made a protest or raised a complaint against some practice of Shaler Soccer Club or of another individual or entity with whom Shaler Soccer Club has a business relationship, on the basis of a reasonable belief that the practice is in violation of law, or a clear mandate of public policy.

Shaler Soccer Club shall not retaliate against any director, officer, staff or employee who disclose or threaten to disclose to a supervisor or a public body, any activity, policy, or practice of Shaler Soccer Club that the individual reasonably believes is in violation of a law, or a rule, or regulation mandated pursuant to law or is in violation of a clear mandate of public policy concerning the health, safety, welfare, or protection of the environment.

12.05 Confidentiality

Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

12.06 Handling of Reported Violations

The board president or vice president shall notify the sender and acknowledge receipt of the reported violation or suspected violation within five business days. All reports shall be promptly investigated by the board and its appointed committee and appropriate corrective action shall be taken if warranted by the investigation.

This policy shall be made available to all directors, officers, staffs or employees and they shall have the opportunity to ask questions about the policy.

ARTICLE XIII

AMENDMENT OF ARTICLES OF INCORPORATION

13.01 Amendment

Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) of the board of directors. 

Proposals for amendment, repeal, or suspension must be made in writing and submitted to the Secretary so as to allow sixty (60) days notice to all members prior to the consideration of such proposals at any meeting.

Notice to amend, repeal, or suspend shall be given at two (2) meetings of the Board of Directors and sixty (60) days notice to the membership.