Article I. Name and Purpose
Section 1.01 Name. The name of the corporation is ONE WORLD SOCCER, INC.
Section 1.02 Purpose. The organization is organized and operated for the charitable and educational purposes of teaching of good sportsmanship, the educating of youth participants and adult sponsors in the fundamentals of soccer and the promotion of soccer through sponsorship of regularly scheduled youth soccer competitions, and conduct other educational activities that shall be deemed appropriate to the promotion of youth soccer activities.
Article II. Affiliation
Section 2.01 OWS shall affiliate with either the Capital Area Youth Soccer Association, hereinafter"CAYSA", the South Texas Youth Soccer Association, hereinafter "STYSA" and the United States Youth Soccer, hereinafter "USYS" or U.S. Club Soccer, hereinafter “US CLUB” and shall comply with the requirements of membership for those organizations.
Article III. Seasonal and Fiscal Year
Section 3.01 The "Seasonal Year" shall be the same as CAYSA (August 1 through July 31) or US Club (none mandated) depending on affiliation decided by the Board of Directors. The "Fiscal Year" shall be June 1 to May 31.
Article IV. Membership
Section 4.01 Qualification. The members of the corporation are each registered player, or the player’s representative, on an OWS soccer team, and the Board of Directors.
Section 4.02 Rights and responsibilities. The members shall have the right and responsibility to attend meetings and events sponsored by the organization, serve on committees and be nominated and elected to office. Voting members shall have the right to vote for the officers.
Section 4.03 Quorum. The members present at any membership meeting of the organization, provided at least ten (10) members are present, shall constitute a quorum for the transaction of business. In the absence of a quorum, the membership may not take action. In that event, any matter brought before the membership at a meeting at which a quorum is not present shall be discussed and decided by the Board of Directors.
Section 4.04 Meetings. There shall be at least two (2) general meetings of the membership, with one at which the Board of Directors members are elected. Such additional business or special meetings may be held alone or in conjunction with an event sponsored by the organization as is determined by the Board of Directors or at the request of twenty (20) or more members in writing to the Board of Directors.
Article V. Board of Directors
Section 5.01 Management. The Board of Directors is responsible for the management of One World Soccer. General responsibilities of the Board include:
1) Selecting non voting individual members of the Board of Directors to assume specific management positions and responsibilities as set forth in these Bylaws;
2) Interpreting and enforcing One World Soccer’s Bylaws, Rules, and decisions of the Board of Directors;
3) Establishing all fees and charges;
4) Establishing and administering all Rules;
5) Resolving all disputes, protests, and appeals except when One World Soccer’s authority to do so is preempted by CAYSA, STYSA, WDDOA, or US Soccer, or other organization;
6) Adopting a budget and approving all expenditures;
7) Managing all paid employees and contractors;
8) Carrying out all other duties and responsibilities as specified in these Bylaws;
Section 5.02 Number of Directors. The number of voting Directors is 7. The total number of Directors is 10. The number of Directors may be increased or decreased by a vote of the members of the Board. The voting status must be decided for any new board position at the time of the vote.
Section 5.03 Term. The term of office for Board Member position is two years, commencing on June 1 and ending on May 31. Terms will be staggered to ensure continuity of programs, experience of members, etc.
Section 5.04 Election. Elections for the Board of Directors of the following year shall be held during the last general meeting of the fiscal year of the members. Each registered player shall have one vote in elections for the Board. Each registered player and family must be in Good Standing with OWS in order to vote in any election. At-large nominations for the Board will be accepted during a one week period as of the fiscal year as determined by the Board.
Election procedures will be managed by separate election policy which will be ratified by the Governing Board of Directors. Minimum requirements for the election policy include:
Nomination process for board members
Posting and Communication Process
Contest of Election Process
Section 5.05 Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the members at a general or special membership meeting. In the event of death, resignation or removal of a director, his successors shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.
Section 5.06 Compensation. Board of Directors members shall serve without compensation with the exception that expenses incurred in the furtherance of the organization’s business are allowed to be reimbursed with documentation in accordance with the organization’s financial policies, and prior approval.
Article VI. Meeting of Directors
Section 6.01 Regular Meetings. The regular meetings shall be tentatively scheduled during the last meeting of the governing year for the subsequent governing year or as deemed appropriate by the Board of Directors. The Board of Directors shall meet to prepare for general membership meetings and to conduct the affairs of the organization. A regular meeting schedule shall be posted on the website. All meetings shall be conducted in accordance with Robert's Rules of Order, latest edition.
Section 6.02 Special Meetings. Special meetings may be held at the discretion of the President at a time and place appointed by the President.
Section 6.03 Place of Meetings. The President may designate any place as the place for any regular or special meeting.
Section 6.04 Quorum. A quorum of the Board of Directors for the conduct of business shall be a simple majority of the Board of Directors.
Section 6.05 Vacancy. In the event any office becomes vacant, a successor shall be elected by a simple majority vote of the Board of Directors in attendance at any duly constituted meeting.
Section 6.06 Notice. Notice shall have been accomplished when the President or Secretary or his/her designate places with the U. S. Postal Service a properly addressed, with sufficient postage written notice to each Board of Directors member or via e-mail. Unless specifically stated otherwise, all meetings shall require five (5) days written notice.
Section 6.07 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors (including amendment of these Bylaws) or of any committee may be taken without a meeting if all the members of the Board or committee consent in writing via e-mail or letter to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board or of the committee as the case may be.
Section 6.08 Participation in Meeting by Conference Telephone. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as members participating in such meeting can hear one another.
Article VII. Officers and Their Elections
Section 7.01 Officers.
Voting positions shall be elected by the Voting Membership. Non-Voting positions shall be appointed by the Governing Board Officers. The term commences and ends on an odd or even year, as defined by the following schedule:
President (votes only in the event of a tie. Elected by voting membership) Even Year
Vice President (voting) Odd Year
Treasurer (voting) Even Year
Secretary (voting) Odd Year
Academy Commissioner (voting) Even Year
Boys Select Commissioner (voting) Odd Year
Girls Select Commissioner (voting) Even Year
League Representative (non voting) Odd Year
Marketing (non voting) Even Year
Fields Commissioner (non voting) Odd Year
To ensure that the staggered terms of directors as set forth in the table above are properly implemented, the initial term of office in 2017 for a Director position designated to commence and end in an even year will be one year, commencing on June 1, 2017 and ending on May 31, 2018.
Any Governing Board Officer may hold a maximum of one (1) voting/elected position and a maximum of two (2) non-voting/appointed positions on the board.
Section 7.02 Term. Officers shall serve a two-year term.
Section 7.03 Attendance. Any Officer who is absent two (2) consecutive Board of Directors meetings without reasonable excuse may have his/her position declared vacant by the Board of Directors with a simple majority vote. Declaring an officer’s position vacant shall not be considered as “Removal” under the Bylaws.
Section 7.04 Removal. Except for a vacancy for non-attendance, a two thirds (2/3) majority vote of the Board of Directors in attendance at any duly constituted meeting shall be required to remove any officer.
Section 7.05 Vacancies. A vacancy occurring in any office shall be filled for the unexpired term by a person elected by a majority vote of the remaining members of the Board of Directors.
Article VIII. Duties of Officers
Section 8.01 President. The President shall be the principal executive officer of the organization and, subject to the control of the Board of Directors, shall in general supervise and control all of the activities of the organization. The President shall have the following duties and responsibilities:
(a) Shall be a member of the Board of Directors and, when present, shall preside at all meetings of the Board of Directors and all meetings of the membership.
(b) Shall vote only in the case of a tie in a vote of the Board of Directors or the membership.
(c) Shall select and appoint the chairpersons of all Standing and Special Committees and shall be an ex-officio member of all committees of the organization.
(d) Shall handle all public relations in the best interest of the organization;
(e) Shall have the right to designate individual(s) to carry out any of his/her listed duties and responsibilities;
Section 8.02 Vice-President(s). The Vice-President shall be a member of the Board of Directors and, in the absence of the President, shall perform the duties of the President. The Vice-President shall perform such other duties as are assigned by the President or the Board of Directors.
Section 8.03 Secretary. The Secretary may be a member of the Board of Directors and shall have the following duties and responsibilities:
(a) Shall keep the minutes of all meetings of the membership and the Board of Directors and provide minutes of meetings to the Board of Directors in a timely manner;
(b) Shall see that all notices are duly given in accordance with these Bylaws;
(c) May appoint other individuals or committees to assist in carrying out his/her duties and responsibilities;
(d) Perform all duties incident to the office of Secretary and such other duties as may be assigned by the President or the Board of Directors;
Section 8.04 Treasurer. The Treasurer may be a member of the Board of Directors and shall have the following duties and responsibilities:
(a) Shall collect all dues and fees owed; control all monies; and cause to be maintained detailed records of income and expenditures;
(b) Shall prepare and submit a financial report of income, expenditures, current assets and liabilities to the Board of Directors at each regular meeting;
(c) Shall pay all bills properly passed upon and approved by the President and Executive Director;
(d) Shall assist the Executive Director in the preparation of the annual budget;
(e) Shall prepare or work with the President and Executive Director to contract for the preparation of all required Texas documents, including sales and franchise tax returns, and Internal Revenue Service documents, including payroll tax returns, and annual return for an exempt organization, Form 990.
(f) Shall, along with the Executive Director, assume responsibility for all insurance matters, including but not limited to informing the Board of Directors about insurance coverage, handling claims (including follow-up) and dealing with any insurance problems that might arise.
(g) May appoint other individuals or committees to assist in carrying out his/her duties and responsibilities: and
(h) Perform all duties incident to the office of Treasurer and such other duties as may be assigned by the President or the Board of Directors.
Article IX. Executive Director
Section 9.01 Appointment and qualifications. The Board of Directors may appoint an Executive Director by a simple majority vote.
Section 9.02 Removal. The Board of Directors may remove the Executive Director by simple majority vote.
Section 9.03 Powers and duties. Shall manage the day-to-day operations, including:
(a) Implement the general policies established by the Board of Directors
(b) See that all Rules and policies are effectively enforced.
(c) Appoint, suspend, or remove employees and contractors in accordance with the established policies and procedures, except as otherwise provided in these bylaws.
(d) Attend all Board of Directors meetings, as required.
(e) With the Treasurer, prepare the annual budget and submit it to the Board of Directors and be responsible for administration of the budget after its adoption. Prepare and submit a complete report on the finances and administrative activity for the preceding year. Keep the Board of Directors informed regarding the financial condition and future needs; and make financial recommendations.
(f) If authorized by the Board of Directors, sign any contract, conveyance or other document.
(g) Perform other duties as may be required by the Board of Directors.
Article X. Finances
Section 10.01 Budget. The Board of Directors shall annually approve a budget of anticipated revenue and expenses for the year prior to the beginning of the fiscal year. This budget shall be used to guide the activities of the organization during the year, including serving as approval for anticipated expenditures. Any substantial deviation from the budget must be approved in advance by the Board of Directors.
Section 10.02 Obligations. The Board of Directors may authorize any officer or the Executive Director to enter into contracts or agreements for the purchase of materials or services on behalf of the organization.
Section 10.03 Loans. No loans shall be made by the organization to its officers or members.
Section 10.04 Checks. All checks, drafts, or other orders for the payment of money on behalf of the organization shall be signed by the Treasurer or by any other person as authorized in writing by the Board of Directors, except that checks of $2,000 or more must have the approval of the President or the Vice President.
Section 10.05 Banking. The Treasurer shall deposit all funds of the organization to the credit of the organization in such banks, trust companies or other depositories as the Board of Directors may select and shall make such disbursements as authorized by the Board of Directors in accordance with the budget adopted by the membership. All deposits and/or disbursements shall be made as soon as practicable upon receipt of the funds and/or orders of payment.
Section 10.06 Financial controls. The organization shall adopt appropriate financial controls to ensure the integrity of its funds. Specifically, without limitation, the organization shall maintain separation of financial controls so that, minimally:
(a) All expenses must be approved by the Board of Directors by way of approval of an annual budget, or amendments thereto, or be approved by separate resolution of the Board of Directors;
(b) Checks exceeding $2,000 must be approved by the President or the Vice President;
(c) Another person without check signing authority designated by the Board shall review all bank statements;
(d) A committee of at least two (2) persons without check signing authority shall annually audit all corporate finances, or the Board may hire and supervise an outside accountant or auditing firm to conduct a review of corporate financial records.
Section 10.07 Financial Report. The Treasurer shall present a financial report at each Board of Directors meeting of the organization and shall prepare a final report at the close of the year in accordance with the organization’s financial policies. The Board of Directors shall have the report and the accounts examined annually per Section 10.06(d).
Section 10.08 Record retention. All records of the organization shall be maintained and destroyed in accordance with law, and standard record retention guidelines.
Article XI. Conflicts of Interest
ARTICLE XI. Conflicts of Interest
Section 11.01 Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt organization's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 11.02 Definitions
Section 11.02.01 Interested Person
Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
Section 11.02.02 Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Section 11.03.02 a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 11.03 Procedures
Section 11.03.01 Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
Section 11.03.02 Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
Section 11.03.03 Procedures for Addressing the Conflict of Interest
An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
Section 11.03.04 Violations of the Conflicts of Interest Policy
If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 11.04 Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed.
The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings
Section 11.05 Compensation
A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation.
A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation.
No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section 11.06 Annual Statements
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
Has received a copy of the conflicts of interest policy,
Has read and understands the policy,
Has agreed to comply with the policy, and
Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 11.07 Periodic Reviews
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining.
Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Section 11.08 Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
Article XII. Indemnification
Every member of the Board of Directors, officer or employee of the Corporation may be indemnified by the corporation against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board, officer, or employee of the corporation, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the corporation. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Board, officer or employee is entitled.
Article XIII. AMENDMENTS
These bylaws may be amended at any regular or special meeting of the Board of Directors by a majority vote of the Board members present, provided that at least ten (10) days notice of the proposed amendments has been made to the Board, or alternatively the Board waives the required notice. Alternatively, these bylaws may be amended by email notification and email voting response by a majority vote of all voting Board members.
Article XIV. Dissolution
In the event that OWS ceases to function or dissolves and after paying or making the provision for payment of all just liabilities, the Board of Directors shall transfer all of the net assets to a selected organization organized and operated exclusively for charitable purposes which shall, at the time, qualify as exempt organizations under section 501(c)(3), or shall be distributed to the federal government, or to a state or local government, for a public purpose.
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