RESTATED BYLAWS

 

OF

 

GOOCHLAND UNITED SOCCER ASSOCIATION, INC.

 

 

ARTICLE I.

 

Board of Directors

 

1.01     General Powers. The property, affairs and business of the Association shall be managed by the Board of Directors and, except as otherwise expressly provided by law or required by the articles of incorporation, all of the powers of the Corporation shall be vested in the Board of Directors.

1.02     Number. There shall be not fewer than four (4) and not more than twenty (20) Directors. Within this range, the number of Directors may be fixed and changed from time to time by the Board of Directors.

1.03     Elections. The Directors shall be elected for a term of two (2) years at the Annual Meeting of the Board of Directors. Each director shall hold office until his death, resignation, disqualification or removal, or until his successor is elected and qualified at the expiration of his term. No individual shall be named or elected as a director without his prior consent. 

1.04     Terms of Office. The Secretary shall maintain a register of the Directors showing the date of expiration of each Director’s two year term. Directors shall be eligible to serve successive terms.

1.05 Vacancies. Vacancies in the Board, whether caused by death, resignation, or otherwise, may be filled by the Board of Directors, and the persons so elected shall hold office until the next Annual Meeting of the Board of Directors, or until their successors are elected; provided, however, that nothing herein shall prevent the Board of Directors from filling any such vacancies existing at the time of any meeting of the Board of Directors, annual or special, or created at the time of such meeting by resignations accepted, or otherwise, or additional places created by an increase in the Board of Directors authorized at such meetings. 

1.06     Organization. The President shall preside at all meetings of the Board of Directors. In her/his absence the Immediate Past President or some Officer or Director selected by the President shall preside and act in her/his place. The Secretary of the Corporation, any Assistant Secretary, or any person appointed by the Chairman shall act as secretary of the meeting.

1.07     Regular Meetings. The Board of Directors shall meet annually in June, for the purpose of electing Directors and officers, approval of the Operating Budget, and transacting other business (the “Annual Meeting”). In addition, regular monthly meetings of the Board of Directors shall be held on the second Thursday of each month at such places as may be fixed by action of the Board.

1.08     Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the President or by any two Directors or, at the direction of the foregoing, by the Secretary.

1.09     Notice of Meetings. Notice of each meeting of the Board of Directors shall be given by e-mail to each Director, addressed to the Director’s current address shown on the records of the Corporation, at least five (5) days before the date on which the meeting is to be held; or such notice may be given to each Director at such address by telephone, telegraph, teletype, telecopy, cable or other form of wire or wireless communication, or be delivered to the Director personally, at least forty-eight (48) hours before the time at which the meeting is to be held. Every such notice shall state the time, place and purpose of the meeting. No notice of the reconvening of any adjourned or recessed meeting need be given except as contained in the resolution or ruling directing the adjournment or recess.

1.10     Waivers of Notice of Meetings. Anything in these Bylaws or in any resolution adopted by the Board of Directors to the contrary notwithstanding, proper notice of any meeting of the Board of Directors shall be deemed to have been given to any Director if such notice shall be waived in writing (including telegraph, teletype, telecopy, cable or other form of wire or wireless communication) before or after the meeting. A Director who attends a meeting shall be deemed to have had timely and proper notice thereof, unless the Director attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

1.11     Quorum and Manner of Acting. A quorum of Directors, for purposes of any meeting, shall be one-half of the Directors in office immediately before the meeting begins. Less than one-half of the Directors present may adjourn the meeting from time to time until a quorum can be met. Except where otherwise provided by law, should a quorum exist to vote on any matter at the meeting of the Board of Directors, action on such matter is approved if the votes cast favoring the action exceed the votes cast opposing the action, with votes of abstention not being counted. 

1.12     Removal. A Director may be removed from office, with or without cause, at any meeting of the Board of Directors called expressly for that purpose, by the majority vote of the remaining Directors then in office.

1.13     Action by Directors Without a Formal Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors, or of a committee established by the Board of Directors, may be taken without a meeting (i) if a consent in writing, setting forth the action so taken, shall be signed before or after such action by all of the Directors or all of the committee members, as the case may be, or (ii) if all of the Directors or all of the committee members, as the case may be, participate in such meeting by means of a conference telephone or other similar communications equipment whereby all such persons may hear each other. A written record must be made of all action taken at meetings held by conference telephone or similar equipment.

 

ARTICLE II.

Committees

2.01     Advisory Committees. The Board of Directors, by resolution duly adopted, may establish such other standing and special advisory committees consisting of members of the Board of Directors with or without non-members of the Board of Directors, with such responsibilities and for such term as it may deem advisable as set forth in the resolutions establishing the same. Any advisory committee established by the Board of Directors shall have no authority to bind or otherwise obligate the Corporation by any of its actions, but may make findings and recommendations for referral to the Board of Directors or to the Executive Committee for such actions as the Board of Directors or the Executive Committee, as the case may be, deems advisable in the best interests of the Corporation.

2.02     Meetings. Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these Bylaws for regular and special meetings of the Board of Directors.

2.03.    Quorum and Manner of Acting. A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee. Each Committee shall report to the Board of Directors any action taken by the Committee since the last meeting of the Board.

2.04     Vacancies. Any vacancy occurring in a Committee resulting from any cause whatever other than by expiration of a term of office may be filled by the Board of Directors.

 

ARTICLE III.

Officers

3.01     Election. The officers of the Corporation shall be elected from among the Directors of the Corporation and shall consist of a President, a Vice-President who shall succeed the President, a Secretary and a Treasurer and such other officers as may be elected as provided in Section 3.03 of this Article. Each officer (other than the Treasurer) shall be elected at the Annual Meeting of the Board of Directors to hold office from the following July 1 through June 30 of the following year and until their successors are elected. The Treasurer shall be elected at the December meeting of the Board each year and shall hold office from the January 1 immediately following such election until December 31. Any two offices may be combined in the same person as the Board of Directors may determine, except that the President and Treasurer may not be the same person. Vacancies among the officers may be filled by the Board of Directors at any duly called meeting of the Board.

3.02     Removal of Officers. Any officer of the Corporation may be removed with or without cause, at any time, by a resolution passed by affirmative vote of a majority of all of the Directors at any duly called meeting of the Board. 

3.03     Other Officers. Other officers may from time to time be elected by the Board of Directors and shall hold office until the following June 30.

3.04          Duties. The President shall be the chief executive officer responsible to the Board of Directors. The other officers of the Corporation shall have such duties as generally pertain to their respective offices, as well as such powers and duties as from time to time shall be conferred upon them by the Board of Directors.

3.05          Disbursement Authority. Until such authority is revoked by the Board, the Treasurer shall have the authority to disburse funds of the Corporation up to the amount of $99 to any one person without the prior approval of the Board, provided that all such disbursements are reported to the Board in due course. All disbursements in excess of such amount must be approved by the Board in advance.

ARTICLE IV.

Members

4.01   Members. Each family whose child is enrolled in the club’s recreational activities and whose dues are fully paid up shall be a member of the Corporation.   Such member’s membership and right of participation shall continue as long as the family qualifies as a member of the Corporation.

4.02 Meetings of Members. Each member shall be entitled to one vote in all actions taken by the general membership of the Association. Meetings of the members shall be called at such times as may be determined by the Board and the members shall be notified by no less than twenty days prior notice published in a newspaper with local circulation. The Board shall determine the matters to be referred to the members at such meetings.

 

 

ARTICLE V

Dissolution

Upon the dissolution of the Corporation and the winding up of its affairs, the assets of the Corporation shall be distributed to one or more entities organized and operated exclusively for educational purposes and at the time of such distribution described in Sections 170(c)(2) of the Internal Revenue Code.

 

ARTICLE VI.

Miscellaneous Provisions

6.01     Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by the President or the Treasurer, or as otherwise delegated by the Board of Directors.

6.02     Amendment of Bylaws. Unless proscribed by the Articles of Incorporation, these Bylaws may be amended or altered at any meeting of the Board of Directors by affirmative vote of a majority of the number of Directors then fixed pursuant to Section 1.02 of these Bylaws.