BYLAWS  

These Bylaws govern the operation and maintenance of RSL-AZ Southern AZ Soccer Club (RSL-AZ So AZ), an Arizona non-profit corporation (the “Club”), which is an affiliate of the Arizona Youth Soccer Association (“AYSA”), United States Youth Soccer and the United States Soccer Federation. 

ARTICLE I

Membership

Any person interested in the objectives of the Club, who is willing to uphold its policies and subscribe to its Bylaws, may become a member as hereinafter provided. 

A. Voting Members 

Voting members shall elect the Board of Directors of this Association; vote on the amendments to the Constitution, Bylaws, Rules and Regulations; approve the budget; and conduct any other business at the Annual General Meeting. 

1. Clubs. 
2. Members of the Board of Director. 
3. Proxy voting will be permitted when presented in writing or by verifiable email.   

B. Club Members  

Club Members may participate in the discussion and debate at the Annual General Meeting, but may not vote. 

1. All registered players and their parents or guardians shall be Club Members. 
2. All registered coaches, assistant coaches and administrators shall be Club Members. 
3. All visitors who are not Voting Members shall be Club Members. 

C. Removal of a Member  

1. Should the Board of Directors, upon the recommendation of the Discipline  and Rules Committee, find the conduct of any member (whether player,  parent, coach, assistant coach, or board member) detrimental to the best  interests of the Club or the purpose for which it was formed, the Board of Directors may take such action as the Board of Directors may deem  reasonable, including, but not limited to, suspension or removal from the  membership in the Club.  Such action shall require an affirmative vote of two thirds of the Board of Directors. 
2. Any person who has been convicted of or becomes a defendant in litigation detrimental to the welfare of youth players or litigation based on activities detrimental to the welfare of youth players, shall be suspended from all soccer-related activities.  Suspensions under this bylaw shall be determined by the appropriate Disciplinary Committee or the Board of Directors.  Matters detrimental to the welfare of youth players shall include crimes of moral turpitude and felonies.  The person has a right to appeal the suspension only over whether the matter which is the substance of the accusation, if true, is detrimental to the welfare of youth players.   
3. On completion of the litigation, the suspended person may inform the body suspending the person under section 2 of this bylaw that the litigation has been completed and request that the suspension be terminated and the person reinstated. The suspending body may grant the request of the person or, if the decision of the litigation was adverse to the person, may continue the suspension for a period specified by the suspending body, fine the person, terminate all membership of that person with the suspending body and its members, or any combination of those authorized penalties.   
4. Any Board member who is absent without excusable cause for three (3) consecutive meetings of the Board of Directors shall thereby forfeit, without additional formality, the right to hold his/her respective office for  the duration of the current term. 
5. After showing just cause and by a 2/3 majority, the Board of Directors may remove an Officer not performing the duties of the office for which he or she was elected.  

ARTICLE II

Board of Directors and Officers

A. Authority  

1. Subject to the limitations of the Constitution, Bylaws, Rules and Regulations and the laws of the State of Arizona, all of the Club’s powers shall be exercised by or under the authority of the Board of Directors.  The Board of Directors shall control all business and other affairs of the Club. 
2. The primary form of communication used by Club will be electronic.  It is the responsibility of each voting member to provide a valid email address and to confirm any official email from Club requesting a response.  If an email address is not available, the Club Secretary should be notified. 
3. Number and Qualification. The affairs of the Club shall be governed by a Board of Directors comprised of not less than three (3) persons, not more than twelve (12) persons, as established from time to time by resolution of the Board of Directors of the Club.  
4. Power and Duties. The affairs of the Club shall be administered by the Board of Directors.  
5. Other Duties. In addition to duties imposed by these Bylaws or by resolution of the voting members of the Club, the Board of Directors, on behalf of the Club, shall have the right to do all acts necessary or appropriate, including the right to govern the finances of Club.  
6. Enforcement of the laws of the game and rules of the United States Youth Soccer Association, the Arizona Youth Soccer Association and RSL-AZ Southern AZ Soccer Club.  
7. Granting or denying membership in the Club to Clubs and teams and establishing requirement for participation and membership in the Club.  
8. Fixing, determining, levying and collecting assessments to be paid by members toward the gross expenses of the Club and, by a majority vote of the Board of Directors, to adjust, decrease or increase the amount of such assessments and to determine the liability of the different classes of members in the Club for such assessments. The Board of Directors, or its agents, may establish any reasonable system for collection periodically of assessment. In determining the amount of assessment to be levied from time to time, the Board of Directors shall estimate the common expenses of the Club, which expenses shall include, among other things, the cost of affiliation of the Club with the Arizona Youth Soccer Association, a field development fund, and the creation of a reasonable contingency or other reserve or surplus fund, as well as other costs and expenses relating to the business of the Club and it’s goals.  
9. Collecting delinquent assessments by means set by the Board of Directors for failure to pay assessments.  
10. Establishing a bank account or accounts for the common treasury and for all separate funds as may be deemed advisable by the Board of Directors.  

B. Elections

               The Board of Directors of the Club shall be elected at the Annual General Meeting. 

C. Vacancies

Vacancies that occur during the seasonal year shall be filled by a vote of the majority of the remaining members of the Board of Directors according to the following provisions: 

1. It must be deemed necessary by a majority vote of the remaining Board of Directors that the vacancy be filled so that the business of the Club may be effectively conducted. 
2. A member of the Club who is in good standing is identified who is willing to fill the position. 
3. The position shall be filled only for the duration of the unexpired term of the vacated position at the end of which time the members of the Club shall nominate and elect a Board Member during the Annual General Meeting. 

D. Election and Term of Office   

1. Except as otherwise set forth herein, the members of the Board of Directors shall be elected at the regular annual meeting of the Club by a plurality vote for a term of two (2) years commencing at the conclusion of the AGM and shall hold office until their successors are elected and qualified. The President, Secretary, District II Commissioner and Vice President of Competition shall be elected in odd numbered years. The

Treasurer, Vice President, and Registrar, shall be elected on even years. Referee, Director of Coaching, Field Commissioner, Communications Commissioner and Regional Presidents shall be elected yearly. The person serving as President shall automatically be a member of the Board of Directors in the year immediately succeeding the year of his term and becomes President Ex-Officio. The President Ex-Officio does not have a vote. The Board of Directors shall consist of a President Ex-Officio, President, First Vice President, Vice President – Competition, Secretary, Treasurer, Registrar, Director of Coaching, Fields Commissioner, Referee Commissioner, Communications Commissioner and the Special Projects Commissioner.  

• Prior to each annual meeting of members of the Club, the Board of Directors shall nominate a slate of nominees for the Board of Directors by office. Additionally, four (4) or more voting members entitled to vote for directors may nominate, by signed petition(s), nominees(s) for the Board of Directors, by filing such petition(s), together with the written consent of the nominees(s), with the Secretary of the Club. Nominations from the floor will be accepted at the AGM.   

E. Officers  

The Club may, through the act of the Board of Directors, appoint certain officers.  The officers of the Club may include, but not be limited to, the following: 

1. President 

The President shall be the Chief Executive Officer of the Club and shall be subject to the control of the

Board of Directors and have general supervision, direction and control of the business and the officers of the Club. The President shall preside at all meetings of members of the Club and at all meetings of the Board of Directors.  The President shall be an ex-officio member of all committees and shall have the general powers and duties of management usually vested in the President of an organization, and shall have other powers and duties as may be prescribed by the Board of Directors or by the Bylaws. 

2. First Vice-President  

In the absence or disability of the President, the Vice-President, if so requested, shall perform all of the duties of the President and when so acting, shall have all of the powers of, and be subject to all the restrictions upon the President.  The Vice-President may be assigned to special projects as directed by the President.  The Vice-President shall serve as the Chairperson of the Discipline and Rules Committee and the Risk Management Review Committee.  

3. Vice-President of Competition  

The Vice President of Competition shall be responsible for overseeing all Club competitions.  The Vice-President of Competition shall oversee the appropriate person, company, agency or committee responsible for scheduling games held under the auspices of the Club.  He or she will review all cancellations and assign or assign with the assistance of a committee, duly approved by the Board of Directors, appropriate sanctions and/or fines for said cancellations.   

4. Secretary  

The Secretary shall keep a book of minutes of meetings at such place as the Board of Directors may order, of all meetings of the Club and all meetings of the Board of Directors, with the time and place of holding, whether regular or special, and if special how authorized. The Secretary shall reserve an appropriate space for meetings of the members of the Club and of the Board of Directors as required by the Bylaws.  The Secretary shall keep, or cause to be kept, a book or books containing true and correct copies of all documentation submitted to the Secretary by any Directors or officers of the Club, including copies of correspondence sent in the name of the Club by any Director or officer, to be kept in the official records of the Club in a current and up-to-date status at all times.  The Secretary shall maintain a calendar of events and reports due and bring these to the attention of the appropriate Director responsible for the same. The Secretary shall tender all such documents and records to the successor Secretary immediately following the next annual election, and shall have other powers and perform other duties as may be prescribed by the Board of Directors and the Bylaws. 

5. Treasurer  

 The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the organization, including accounts of its assets, liabilities, capital, receipts, disbursements, gains, losses, surplus and any other accounts.  The Treasurer shall deposit or cause to be deposited all moneys and other valuables in the name of and to the credit of the organization at least monthly. The Treasurer shall disburse, or cause to be disbursed, the funds of the organization pursuant to the annual budget approved by the Board of Directors. All accounts shall be paid by check, which shall bear the signature of the Treasurer, President or other individual approved by the Board of Directors. 

Disbursements for non-budgeted expenditures in excess of $250 must be approved by a majority vote of the Board of Directors. The President may approve non-budgeted expenditures up to and including $250.  The Treasurer shall render to the President and Board of Directors, whenever requested, an account of all of the Club’s transactions as Treasurer and of the financial condition of the Club.  The books of accounts shall be at all reasonable times open to inspection by any member of the Board of Directors.  

The Treasurer shall tender all such records and accounts to the successor Treasurer immediately following the next annual election.  The Treasurer shall submit or oversee the submission of annual IRS and State of Arizona tax returns and Arizona Corporation Commission Non-profit Annual Report.  Neither the Treasurer nor any signer of any checks shall be a family member or have any direct relationship with any other officer of the Club. 

6. Registrar  

The Registrar shall organize and coordinate all procedures for player registration within the Registrar’s jurisdiction, including, but not limited to: developing registration forms, verifying or overseeing the verification of player birth certificates, registering players with the RSL-AZ Southern AZ Soccer Club (RSL-AZ So AZ), AYSA, and US Youth Soccer, providing player passes, overseeing transfers and drops and insuring proper forms are presented for these actions, maintaining current and past copies of the Club database, maintaining accurate registered player records, providing flighting forms, scholarship forms and other Club or AYSA administrative forms, as requested, to the Board or Directors and Coaches.   

The Registrar shall maintain the registration database, which shall be deemed part of the official records of the Club, and shall tender all such documents and records to the successor Registrar immediately following the next annual election, and shall have such other powers and performs such other duties as may prescribed by the Board of Directors or by the Bylaws. 

7. Referee Commissioner 

The Referee Commissioner shall be responsible for recommending the assigning referees for all Club games to the Board of Directors for their approval.  The Referee Commissioner shall be responsible for organizing and conducting clinics, registration, licensing and training of all referees not licensed and trained by the Arizona Youth Soccer Association.  He or she shall coordinate and cooperate with the Arizona Youth Soccer Association in such training and in the licensing of referees. The Referee Commissioner shall also be responsible for receiving all grievances lodged against referees and it shall be the duty of the Referee Commissioner to forward such grievances or protests to the appropriate Club Vice President or appropriate committee as designated by AYSA.  

The Referee Commissioner should facilitate communication from the Club, its members, its coaches and to the designated State and local referee administrators.  He or she shall also be responsible for facilitating communication from the referee administrators and referee community to the Board of Directors. 

8. Director of Coaching  

The Director of Coaching shall represent the coaches of Club.  He or she shall be responsible for providing information, training and, where appropriate, licensing of coaches for all the teams within the jurisdiction of the Club.   Licensing should be coordinated, as necessary, with Arizona Youth Soccer Association, United States Youth Soccer and the United States Soccer Federation.  As part of this responsibility, he or she shall be responsible for making sure that all appropriate rules, forms and other information is available to all the coaches within Club, either as a written manual or as web-based information at the direction of the Board of Directors. 

The Director of Coaching will work in conjunction with the Arizona Youth Soccer Association Director of Coaching and the Director of Coaching for the Clubs within CLUB.  The Director of Coaching will provide two-way communication between the Arizona Youth Soccer Association Director of Coaching, the Club Board of Directors and the Club coaches and member Clubs. 

9. Director of Communications

            The Director of Communications shall be responsible for communications between the Club, Clubs and members.  He or she shall also be responsible for promoting the interests of CLUB through communications with governmental agencies providing fields and/or other services to CLUB and its member Clubs, through communication with the local press and through communications with AYSA.  The Director of Communications will also oversee operations of the website, www.rslsoccer.com of the Discipline and Rules Committee shall be conducted in accordance with the AYSA Protest, Appeal and Disciplinary Hearing Procedures, as promulgated by AYSA from time to time.  

9. Director of IT

The Director of IT shall be responsible for technology related tools and platform for the Club, Clubs and members. The Director of IT will Support the functions of registration, marketing, outreach, apps and technology related resources.

ARTICLE III

Meetings

The Board shall meet in general session monthly or bi-monthly, at a minimum, but will be subject to the call of a special session by the President as may be necessary from time to time for the operation of the Club.  An Annual General Meeting of the membership of the organization shall be held once per year. 

A. Regular Meetings  

1. Order of Business  

1. The order of normal business shall be conducted during regular Board meetings may be as follows:  A. General Information Session 
2. Call to Order 
3. Roll Call 
4. Introduction of Visitors 
5. Acceptance of the Minutes from the previous meeting 
6. Board Member Reports 
7. Unfinished Business 
8. New Business 
9. For the Good of Soccer 
10. Adjournment 

B. The presence of a majority of the voting members of the Board shall constitute a quorum to transact business at any meeting of this organization. 

B. Special Meetings  

Special Meetings of the Board of Directors, for any purpose or purposes may be called at any time by the President or Vice-President, or if either is absent of refuses to act, by twenty-five (25) percent of the Board of Directors membership. Notice of the time and location of the special meeting shall be emailed or delivered to each director at his/her address of record.   

C. Annual General Meeting 

An Annual General Meeting (“AGM”) of the Club shall be held yearly in compliance with the rules of Arizona Youth Soccer Association. 

1. Order of Business 

1. The Board of Directors shall set the specific date, time and location of the meeting. 
2. The Board of Directors shall notify all members, both voting and Club, at least thirty days in advance of the date, time and location of the meeting.  
3. Any bylaw amendments will be delivered to each member of the Board of Directors and to each President of all member Clubs in writing or by confirmed email at least 30 days prior to the Annual General Meeting. 
4. All those present will be considered a quorum for the purpose of transacting business.   
5. The order of Business for the Annual General Meeting may be as follows:
   1. Call to Order 
   1. Roll call 
   1. Approval of Minutes of Previous AGM 
   1. Officers Reports 
   1. Old Business
   1. Proposed Budget 
   1. Amendments to Constitution/Bylaws/Rules and Regulations 
   1. New Business 
   1. Election of Officers 
   1. For the Good of Soccer 
   1. Adjournment  

ARTICLE IV 

Voting

A. Regular Meetings  

Each member of the Board of Directors will have one (1) vote during regular monthly meetings. The Club President may designate a representative by written proxy or email proxy to be presented at the meeting to cast their vote in their absence.  No person may carry more than one vote. 

B. Annual General Meetings

The voting strength at the Annual General Meeting is as follows: 

1. Each member of the Board of Directors will have one vote. 
2. Each Club in good standing shall have votes in proportion to the number of registered players (according to AYSA records and not the Clubs) as follows:  
   1. 7-200 players- 1 vote  
   1. 201-400 players- 2 votes  
   1. 401-600 players-3 votes  
   1. 601-800 players-4 votes  
   1. 801-1000 players-5 votes   F. 1001 and above-6 votes  
3. The Club vote shall be cast by the Club President of a person designated in writing by them to carry the vote of the Member Club.   
4. Proxies. Proxies shall be permitted subject to the following conditions:  One person may carry the vote for one Club or BOD member only. 
5. Any person entitled to vote under these sections shall not be permitted to give away or exchange their vote in order to accept the proxy vote of another person or Club.  

ARTICLE V

Registration

A. Fee Determination  

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The registration fee shall be determined annually by the Board of Directors no later than March 1 and ratified at the Annual General Meeting.  

B. Registration Process  

 The times, locations and dates for official registration of players each year shall be chosen by its member Clubs, although Club-wide registrations may be held when agreed upon by a majority at a regular meeting.  

C. Completed Registration  

 Club fees are due and payable at registration of players to Club by the member Clubs.  Clubs who have not paid all Club fees within 30 days of billing will receive a notice of delinquency and may be called to a hearing to determine if they are in bad standing within Club.  

ARTICLE VI

Club Records and Reports

A. Records  

The Club shall maintain adequate and correct accounts, books, and records of its business and properties. All such books, records and accounts shall be kept in the State of Arizona, County of Pima, as fixed by the Board of Directors. 

B. Inspection of Books and Records  

All books and records shall be open to the Directors or members of the Club within 10 days of a written request to inspect such records and books. The original copy of these Bylaws, as amended or otherwise altered to date and certified by the secretary, shall be open to inspection for the members of this organization. 

C. Contracts  

The Board of Directors, except as otherwise provided in the Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Club, subject to the following provisions: 

 The Board of Directors must approve, in advance, any expenditure of over $250 for any non-budgeted item. 

 Anyone failing to comply with this provision may be subject to immediate removal from the office by a vote of the simple majority of the Board members present in hearing held during a legally constituted meeting. The organization reserves the right to recover equivalent funds from the person(s) responsible for unauthorized expenditures.  

D. Filing Responsibilities and Financial Review 

The Treasurer and the Board, shall direct the accomplishment of the following: 

The proper execution and submittal of tax forms (local, state, and federal) as legally required. 

The proper execution and submittal of forms as required by state or federal agencies to maintain the legal, tax-exempt status of the organization. 

The review of the Club’s financial records, at least bi-annually, will be performed by a reputable independent third party who has no direct relationship with any member.

The fiscal year of the Club shall be determined by the Board of Directors. 

ARTICLE VII

Financial Disclaimer

The Club shall not assume, nor be liable for the personal debts and/or financial responsibilities, either implied or incurred, of any member player, coach, manager, team assistant, referee or Board Member. 

ARTICLE VII

Responsibilities

1. The Board members shall be responsible for governing their Club members. 

• Any person found guilty of violating the Constitution, Bylaws, or Rules and Regulations of this Association may be asked to appear before the Board of Directors or the Discipline and Rules Committee in order to explain his/her actions. 

• A plea of ignorance of the constitution, Bylaws, or Rules and Regulations of this Organization is not sufficient and violators may expect appropriate action from the Board of Directors.

• All Member Clubs, have at a minimum, one of their members attend CLUB Board meetings.  Clubs that miss 3 meetings in a row ore more than 4 in a year, AGM to AGM, would be subject to disciplinary action and possible fine and/or dismissal from CLUB.

• All Member Clubs will submit, at a minimum, one of their members to run for a CLUB Board member position at the AGM or be available for one year to serve as needed on any of the CLUB committees.

• All Member Clubs will supply, at minimum, one volunteer for each CLUB game day.  These persons will be used as site manager, field marshalls, game monitors, and in other uses, as needed to improve the quality of the CLUB playing experience.  Clubs that do not supply volunteers will be assessed a fee of $100, per requirement not met, these funds to be used to hire help as needed.

ARTICLE IX

Liability Protection and Indemnification of Officers, Directors, Employees and Agents

1. All officers of the Club and its teams shall be covered against personal liability claims by the AYSA for performing acts and duties directly related to the work of the Club and the AYSA.

• Subject to the provisions of Arizona Revised Statues Section 10-3612, and the further provisions hereof, the Club shall indemnify any and all of its existing and former members of the Board of Directors, officers, employees, and agents for, from and against any and all expenses incurred by them and each of them that may arise from any claims, proceedings, lawsuits or legal action (“Claims”) brought or threatened against any of them by third parties for or on account of any action or omission alleged to have been committed while acting within the scope of service to the Club; except no indemnification shall be provided hereunder to the extent that such Claims are as a result of gross negligence or willful misconduct by the individual seeking indemnification hereunder.  As used herein, “agents” does not include parents of players of the Club or players of the Club and no indemnification may be sought by such parents or player hereunder, unless such individuals are acting as an officer of the Club or at the express direction of an officer of the Club.  Furthermore, no parent of a player or any player shall be considered an agent of the Club while traveling to or from a match or practice.  Any existing or former member of the Board of Directors, officer, employee, or agent shall report to the President of the Club that such individual has incurred or may incur expenses for any actions or omissions done while acting within the scope of service as Director, officer, employee or agent of the Club. The Club shall have the right to refuse indemnification to any person otherwise entitled to indemnification if that person unreasonably refuses to permit the Club, at its own expense and through counsel of its own choosing, to defend the action. 

ARTICLE X

Amendments

1. Any Club member may submit a proposal to amend the Bylaws at the Annual General Meeting. 

• Adoption of a proposed amendment requires a two-thirds vote of the membership present at the AGM.  

• Any amendment of these Bylaws adopted at the AGM shall become effective immediately. 

• Any amendments, rules or fees passed at the AGM of the AYSA, USYSA or the USSF, which may affect these Bylaws, shall be distributed to all Club Presidents in and will become effective upon distribution.   

ARTICLE XI

Ratification

Adopted by unanimous vote of the board of directors on this 2nd day of September, 2019.