(Adopted and Effective as of February 20, 2008 Amended and Restated as of February 25, 2013)
ARTICLE I
NAME AND PURPOSE Section 1.1 — Name and Office
The name of the organization shall be SPARTAN FC (the "Club"), a not for profit corporation, organized under the laws of the State of Illinois. The Club shall continuously maintain in the State of Illinois a registered office and a registered agent whose business office address is identical with such registered office and may other offices within or outside of the State of Illinois.
Section 1.2 – Purpose
The purpose or purposes for which the Club is organized are:
A. To operate a recreational, educational and competitive soccer program for children from Northbrook, Illinois and other local communities;
B. To promote, train, teach and develop the sport of organized youth soccer; C. To organize and promote competitive team play:
D. To associate with soccer organizations and other soccer associations as deemed appropriate by the Board of Directors of the Club (the "Board") from time to time;
E. To develop the physical, mental and emotional well-being of youths who participate in programs developed by the Club, including the development of personal character traits of self-esteem, self-discipline, perseverance, respect for authority, team work, cooperative relationships with others and sportsmanship; and
H. To do any and all acts desirable in the furtherance of the foregoing purposes,
Section 1.3 – Limitations
No part of the income of the Club may be distributed to its Members, Board Members or officers. The Club shall distribute its income at such time and in such manner as not to subject it to tax under Section 4942 of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (or the corresponding provisions of any
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future United States Revenue Code; collectively referred to as the "Code"). The Club shall not engage in any action of self dealing (as defined in Section 4943(c) of the Code, make any investment in such manner as to subject the Club to tax under Section 4944 of the Code, or make any taxable expenditures (as defined in Section 4945(d) of the Code).
ARTICLE II
ORGANIZATION ATTRIBUTES Section 2.1 — No Capital Stock
The Club shall have no capital stock and shall be composed of members rather than shareholders.
Section 2.2 — Equal Opportunity
Membership in the Club shall be without regard to race, color, religion, creed, sex, or national origin. The Club's Board, individual members of the Board ("Board Members"), Committee Members, officers, employees, agents, volunteers and Members shall not practice any form of discrimination,
Section 2.3 — Limitations
No part of the net earnings of the Club shall inure to the benefit or be distributable to its Board Members, Members, trustees, officers or other private persons, except that the Club shall be authorized and empowered to pay reasonable compensation for services rendered and goods purchased as provided in Section 5.14 of Article V and Articles VIII and IX. No substantial part of the activities of the Club shall be the carrying on of propaganda, or otherwise, attempting to influence legislation and the Club shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Bylaws, the Club shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Code or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code.
Section 2.4 — Dissolution of the Club
Upon the dissolution of the Club, the Board shall, after making provisions for payment of all of the liabilities of the Club, dispose of the assets of the Club to such organization(s) organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code. Any assets not disposed of by the Board in accordance with the foregoing sentence shall be disposed of as determined by a court of competent jurisdiction in the County in which the principal office of the Club is located at the time of dissolution.
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ARTICLE III MEMBERSHIP
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Section 3.1 - Definition
"Members" of the Club shall consist of parents, legal guardians or other individuals who have actually paid the registration fee of a player duly registered as a player of the Club. "Members" shall also include honorary members (an "Honorary Member") that do not have a child registered with the Club but have been elected to such membership status by a majority vote of the Board. To qualify for consideration, an Honorary Member must (i) have contributed time, effort or money to the betterment of youth soccer, community relations and/or other undertakings in Northbrook such that he or she exemplifies unselfish service in furtherance of the purpose and mission of the Club and (ii) be nominated to the Board by any current Member. Honorary memberships
can be awarded for a period of years to be determined by majority vote of the Board on a case-by-case basis.
Membership shall be effective upon payment of all applicable registration fees for a given year's fall and spring seasons and shall expire each year upon the conclusion of the spring season or the non-payment of registration fees for the current fall and spring seasons.
All Members of the Club are sometimes referred to in these Bylaws as the "General Membership".
Section 3.2 - Fees
The Board shall establish on an annual basis registration fees, try-out fees, training fees and all other fees, prices and costs to be incurred by Members. Notification to the General Membership of fees, prices and costs for the following year's season and activities will be given in writing or be posted on the Club's website.
Any Member for which payment or satisfactory arrangements for payment has not been received at time of registration of the Member's team shall not be registered (nor deemed a Member) until such payment or arrangements for payment have been received. Any Member in arrears from the previous year will not be permitted to try-out or register.
A player who requests a release from the club will be eligible to receive the release once all payments due to the club have been made.
Section 3.3 - Termination of Member's Rights
A. in addition to the suspension or termination of a Member's rights for non-payment as provided in Section 3.2 of this Article, the Board, by a two-thirds (2/3) vote of all Board
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Members, shall have the power to suspend or expel any player, parent, guardian or other Member brought before the Board on recommendation of the Grievances Committee. If requested, a full hearing before the Board is required.
B. The Grievances Committee has the authority to suspend a player or parent up to thirty (30) days without a vote by the Board. A suspension beyond thirty (30) days requires a vote by the Board as stated in paragraph A of this section. The Grievances Committee has the authority to enforce any penalty so approved by a majority of such committee within the limitations set forth in this section. Any decision by the Grievances Committee can be brought before the Board for hearing if so requested within thirty (30) days of said decision.
Section 3.4 — Resignation
Any Member may resign from the Club by filing a written resignation with the Secretary, but such resignation shall not relieve such resigning Member of the obligation to pay any dues, assessments or other charges theretofore accrued and/or unpaid.
Section 3.5 — Reinstatement
Upon written request signed by a former Member and filed with the Secretary, the Board may by majority vote reinstate such former Member upon such terms as the Board deems appropriate, including, without limitation, the payment or agreement to pay any accrued and/or unpaid fees.
ARTICLE IV
MEETING OF MEMBERS Section 4.1 — Annual Meeting
An annual meeting (the "Annual Meeting") of the Members shall be held during the months January or February each year, or at such other time as may be scheduled and publicized by the Board with not less than sixty (60) days advance notice to the General membership, for the purpose of transacting such business as may come before the meeting.
Section 4.2 — Special Meetings
Special meetings of the Members may be called by a majority of the Board and as requested in writing to the Board by Members possessing not less than fifty-one percent (51%) of the General Membership in good standing, for the purpose or purposes stated in the call of the meeting.
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Section 4.3 — Place and Notice of Meetings
The Board may designate any place as the place of meeting for any annual meeting or
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for any Special Meeting called by the Board. Notice stating the place, date and time of any meeting of the Members shall be given to each Member not less than ten (10) days prior to such meeting. Notice shall be posted on the Club's Website, sent to each Member's electronic mail address or by special notice. In the case of removal of one or more of the Board Members or a merger, consolidation or dissolution, not less than twenty (20) days notice shall be required. In case of a Special Meeting or when required by applicable law or these Bylaws, the purpose for which the meeting is called shall be stated in the notice.
Section 4.4 - Voting Rights
Each Member of a duly registered player of the Club in good standing and each Honorary Member shall be entitled to one vote and/or sign requests for Special Meetings. Any Member that has paid to register multiple players shall not be entitled to any additional votes. Any member desiring to vote must be present at the Annual General Membership Meeting and cast the vote in person. Unless otherwise provided herein, all matters put to vote in all meetings of the Members shall be determined by majority vote of those persons present who are entitled to vote. Voting rights are not transferable nor are Members permitted to vote by proxy or use proxy to sign requests for Special Meetings.
Section 4.5 — Informal Action by Members
There shall be no provision for informal action by the Members.
Section 4.6 — Quorum of Members
The holders of one-fifth of the votes or fifty (50) Members, whichever is fewer, shall constitute a quorum for consideration of such matter at any annual or Special Meeting of the Members. If a quorum is present, the affirmative vote of a majority of the votes represented at the meeting shall be the act of the Members.
Section 4.7 — Voting by Ballot
Voting on any question may be by voice unless the Chairman of the meeting shall order or any Member shall demand that voting be by ballot.
Section 4.8 - Conduct of Proceedings
The proceedings at all meetings of the Membership, Board meetings or of any Committee of the Club shall be conducted in accordance with Robert's Rules of Order, as revised by the most current edition thereof available, except to the extent that such conduct would be inconsistent with the laws of Illinois or other provisions of these Bylaws. The Secretary or any Vice President of the Club shall serve as the Parliamentarian at the Annual Meeting or any Special Meeting.
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ARTICLE V
BOARD OF DIRECTORS
Section 5.1 - General Powers
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The affairs of the Club shall be managed by or under the direction of its Board. Except as otherwise specifically provided in these Bylaws, the Board shall have the sole authority to make policy and take action on behalf of the Club.
Section 5.2 — Number, Tenure and Qualifications
The number of Board Members shall be nine (9). The number of Board Members Directors may be decreased to not fewer than five (5) or increased to any number from time to time by amendment of this section. No decrease shall have the effect of shortening the term of an incumbent Board Member.
If one or more new Board Member seats are created during a given year, the Board may, at its discretion, either subject such position(s) to an election as provided in Section 5.3 or shall nominate and fill the position(s) by a majority vote. To ensure continuity and to maintain the objective of staggered terms among Board Members, the term of a newly elected Board Member's seat shall be as provided by the Board, but in any event no longer than the second election held after such newly Board Member has been appointed.
Except as provided below with respect to the initial Board, the terms of office for each Board Member shall be two (2) years. A Board Member's tenure shall begin effective seven (7) days after election or appointment and continue until seven (7) days after such Board Member's successor has been elected or appointed; provided that if a Board Member is removed, such removal shall be effective as provided by the Board.
To stagger the Board Member positions and ensure some degree of continuity from year to year, the nine (9) Board Members shall have the following initial terms:
A. President — Two (2) years
B. Treasurer — Three (3) years
C. Secretary — Two (2) years
D. Vice President — Coaches and Player Development — Three (3) years
E. Vice President — Operations — Two (2) years
F. Vice President — Programs — Three (3) years
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G. Vice President — Legal Affairs — Three (3) years
H. Vice President — Programs - initial term of one (1) year (followed by successive
terms of two (2) years
I. Vice President — Communications and Merchandising - Two (2) years
Section 5.3 — Eligibility and Election of the Board Members
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Any Member (including an Honorary Member) who is in good standing at the time of their application and is either currently serving or has served as a Committee Chair, Team Manager or Team Representative for a minimum of two (2) consecutive years is eligible to seek and hold office as a Board Member_ To assure continuity, any candidate seeking election for President must (i) currently be serving in the capacity of one of the Board Member positions prior to running for the office of President or (ii) be a Committee Member and approved for nomination by a majority of the Board. At the third quarter meeting preceding an election year, the Board shall appoint an "Election Committee". The Election Committee shall consist of five (5) Members; two (2) current Board Members whose terms are not expiring at such election, two (2) Committee Chairs that are selected by a majority vote of all current Committee Chairs and one (1) Team Representative that is selected by a majority vote of all current Team Representatives. Qualified candidates wishing to become a Board Member must submit to the Secretary a resume of qualifications and a petition in writing containing (a) the signatures of no less than fifteen (15) Members and (b) the specific Board Member position such candidate seeks. Existing Board Members seeking a Board position need not submit a petition but Members that have served on the Board but are not current Board Members shall be required to submit a petition. The petition must be submitted
to the Secretary no less than sixty (60) days prior to the Annual Meeting, The Secretary shall forward all petitions to the Election Committee immediately upon receipt whereupon the Election Committee shall evaluate each candidate. Candidate evaluation may include interviews, a request for references and the formal and informal solicitation of the Membership and the Northbrook community. Not less than fourteen (14)days before the Annual Meeting, the Secretary shall post on the Club Website a final list of candidates, each candidate's qualifications and the Board position sought by each such candidate. The Secretary shall also post within said time a disclosure of the results, findings and all other relevant information at the conclusion of the Election Committee's review of all candidates. At the Annual Meeting, candidates may address the Members and Members shall be entitled to ask questions of each candidate and/or provide comments on such candidates. At the conclusion, the Board Member presiding over the Annual Meeting shall call a vote by ballot of each of the Board Members, the
Committee Chairs (and, if there is more than one chair on a Committee, the Committee Chair designated by the Board as having voting rights in the election of Board Members at the Annual Meeting) and the Team Representatives. Each candidate shall be voted on separately and the top vote getter for a Board position shall be certified as elected by the Election Committee. In the event of a tie or if more than two candidates run for the same office and the winning candidate has less than a majority of votes cast, there shall be a re-vote between the two candidates that received the highest number of votes.
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Section 5.4 — Regular Meetings of the Board
The Board shall meet regularly no less than once per month during each year and once per quarter with all Committee Chairs and Team Representatives. At its discretion, the Board may provide notice of any Board meeting on the Club's Website or through other means. The Northbrook Park District shall have the right to have one (1) observer attend the Annual Meeting and each regular meeting of the Board; provided the Board shall be entitled to declare an "executive session" during any Board Meeting and no persons other than Board Members and their invitees may be present to participate in such session.
Section 5.5— Special Meetings of the Board
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Special Meetings of the Board may be called by or at the request of the President or any three (3) Board Members. The person or persons authorized to call Special Meetings of the Board may fix any place as the place for holding such Special Meeting of the Board and shall provide notice of the date, time and place.
Section 5.6 — Notice of Special Meetings of the Board
Notice of any Special Meeting of the Board shall be given at least three (3) days previous thereto by written notice (including e-mail notice) to each Board Member at his or her address or by facsimile transmission as shown by the records of the Club, except that no Special Meeting of the Board may remove a Board Member unless written notice of the proposed removal is delivered to all Board Members at least ten (10) days prior to such meeting. A notice of a Special Meeting of the Board shall include the purpose of and the matters to be discussed at the meeting. No notice to the Membership need be given of a Special Meeting of the Board. Notice of any Special Meeting of the Board may be waived in writing signed by the person or persons entitled to the notice either before or after the time of the meeting. The attendance of a Board Member at any meeting shall constitute a waiver of notice of such meeting, except when a Board Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 5.7 — Voting
Each Board Member shall be entitled to one vote.
Section 5.8 — Quorum
A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board, provided that if less than a majority of the Board Members are present at said meeting, a majority of the Board Members present may adjourn the meeting to another time without further notice. The act of a majority of the Board Members present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by statute, these Bylaws, or the Club's Articles of Incorporation.
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Section 5.9 — Proxy
A Board Member shall be entitled to give his/her proxy to another Board Member. The proxy shall be in writing only and be delivered to the Secretary prior to the start of the regular meeting or Special Meeting, either in person, by facsimile or e-mail The proxy shall state the Board Member's name, reason for absence, proxy name, date of meeting and any limitations on such proxy (e.g., a particular vote or issue). A proxy shall be
valid for only the meeting and purposes stated on the written notice.
Section 5.10 — Informal Action by Board
Any action required by law or the Club's Bylaws that are to be taken at a meeting of the Board. or any action which may be taken at a meeting of the Board, may be taken without a meeting, if a consent in writing, setting forth the action so taken, is signed by all Board Members.
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Section 5.11 - Vacancies
Any vacancy in the Board because of death, resignation or removal may be filled by a majority vote of the Board for the unexpired portion of the term in question.
Section 5.12 — Resignation and Removal of Board Members
A Board Member may resign at any time upon written notice to the Board. A Board Member may be removed with or without cause, upon an affirmative vote of at least two-thirds (2/3) of the Board Members or two-thirds (2/3) of the Membership.
Section 5.13 — Minimum Attendance at Board Meetings
Board Members must attend sixty-six (66%) percent of all Board meetings in any given fiscal year. Failure to so attend and participate pursuant to the foregoing percentage herein may result in expulsion as a Board Member by majority vote of the Board Members at the next noticed meeting of the Board following delivery of a written "notice to terminate for absence' letter issued by the Secretary.
Section 5.14 — Compensation
Board Members shall not receive any compensation for their services. However, reasonable reimbursement of expenses of attendance, if any, incurred by a Board Member, in connection with his or her attendance at any meeting of the YSSL, IWSL, NISL, IYSA or other organization/association may be paid if approved in advanced by a majority of the Board. Nothing in this Section 13 shall preclude any Board Member from
serving the Club in any other capacity and receiving reasonable compensation therefor so long as such compensation has been approved by at least two-thirds (2/3) of the Board
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Section 5.15 — Presumption of Assent
A Board Member who is present at a meeting of the Board at which action on any Club matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof. Such right to dissent shall not apply to a Board Member who voted in favor of such action.
Section 5.16 — General Duties of Board Members
A. President.
The President shall be the principal executive officer of the Club. Subject to the direction and control of the Board, he or she shall be in charge of the business and affairs of the Club; he or she shall see that the resolutions and directives of the Board are carried into effect except in those instances in which that responsibility is assigned to some other person by the Board; and, in general, he or she shall discharge all duties incident to the
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office of President and such other duties as may be prescribed by the Board. He or she shall preside at all meetings of the Members and of the Board. All ties will be broken by the President. Except in those instances in which the authority to execute is expressly delegated to another Board Member, officer or agent of the Club or a different mode of execution is expressly prescribed by the Board or these Bylaws, the President may execute for the Club any contracts, deeds, mortgages, bends, or other instruments that the Board has authorized to be executed, and he or she may accomplish such execution either under or without the seal of the Club and either individually or with the Secretary, any Assistant Secretary, or any other officer thereunto authorized by the Board, according to the requirements of the form of the instrument. The President may vote all securities that the Club is entitled to vote except as and to the extent such authority shall be vested in a different Board Member, officer or agent of the Club by the Board.
B. Vice —President.
The Vice President (or in the event there is more than one Vice President, each of the Vice Presidents) shall assist the President in the discharge of his or her duties as the President may direct and shall perform such other duties as from time to time may be assigned to him or her by the President or the Board. In the absence of the President or in the event of his or her inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents, in the order designated by the Board, or by the President if the Board has not made such a designation, or in the absence of any designation, then in the order of their seniority of tenure) shall perform
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the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions on the President. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Club or a different mode of execution is expressly prescribed by the Board or these Bylaws. the Vice President (or any of them if there is more than one) may execute for the Club any contracts, deeds, mortgages, bonds, or other instruments that the Board has authorized to be executed, and he or she may accomplish such execution either under or without the seal of the Club and either individually or with the Secretary, any Assistant Secretary, or any other officer thereunto authorized by the Board, according to the requirements of the form of the instrument.
The initial Board shall include the following Vice Presidents as Board Members: Vice President — Operations, Vice President — Coaches and Player Development, Vice President — Programs and Vice President — Legal Affairs. The Board may, at any time by a majority vote, change the designation and title of any Vice President.
C. Treasurer.
The Treasurer shall be the principal accounting and financial officer of the Club. He or she shall (a) have charge of and be responsible for the maintenance of adequate books of account for the Club; (b) have charge and custody of all funds and securities of the Club, and be responsible therefor, and for the receipt and disbursement thereof; (c) be responsible for filing the annual report and annual financial statements as may be required by law or contract; (d) prepare the Club's Budget and Operating Plan as provided in Article XlI and (e) perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board shall determine.
D. Secretary.
The Secretary shall (a) record the minutes of the meetings of the Members and of the Board; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be a custodian of the corporate records and of the seal of the Club; (d) keep a register of the post office and email address of each Member which shall be furnished to the Secretary by such Member; and (e) perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board.
E. Assistant Treasurers and Assistant Secretaries.
The Assistant Treasurer(s) and Assistant Secretary(ies), if any, shall perform such
duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President or the Board. If required by the Board, an Assistant Treasurer shall
give bonds for the faithful discharge of his or her duties in such sums and with such sureties as the Board shall determine.
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ARTICLE VI
COMMITTEES OF THE BOARD
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Section 6.1 — Creation of Committees
To assist in the establishment and implementation of those polices and tasks set forth by the Board, the President or the Board, by resolution adopted by a majority vote, may designate and appoint one or more committees (each, a "Committee"). Each Committee will consist of one or more chairperson(s) (each, a "Committee Chair" and if there is more than one chairperson, such Committee Chairs may also be referred to as "Committee Co-Chairs") appointed by the Board. The Board resolution establishing a given Committee shall also prescribe whether the members of a given Committee (each, a "Committee Member"; provided the Committee Chair(s) shall also be deemed a Committee Member) may be selected and appointed by the Committee Chair or whether such Committee Members are required to be approved by a two-thirds (2/3) vote of the Board. If the Board appoints Committee Co-Chairs for a given Committee, the Board shall designate one of the Committee Co-Chairs as having voting rights in the election of Board Members at the Annual Meeting. The Board will solicit volunteers from the Members to staff Committees throughout the year but will evaluate and appoint Committee Chairs at the first regular meeting of the Board following the Annual Meeting; provided that for the initial year of operations, the Board may appoint Committee Chairs at a Special Meeting of the Board and such Committee Chairs shall serve until the Annual Meeting in 2010, subject to such Committee Chair's removal or resignation. No Committee Chair may concurrently serve as a Board Member or a Team Representative.
Each Committee shall report to a specific Board Member and have and
exercise the powers, rights and duties so extended by the Board, in each
case as set forth in the resolution establishing such Committee. No such
Committee shall have the authority to amend, alter or repeal the Club's
Bylaws; elect, appoint, or remove any Board Member; authorize the sale,
lease, exchange, or mortgage all or substantially all of the property and
assets of the Club: authorize the voluntary dissolution of the Club or revoke proceedings therefor; adopt a plan for the distribution of the assets of the
Club; amend, alter or repeal any resolution of the Board; or authorize the
expenditure of money or enter into any contract or incur any debt without
prior approval of the Treasurer. The designation and appointment of any such Committee and the delegation thereto of authority shall not operate to relieve
the Board, or any Board Member, of any responsibility or authority imposed upon him or her by the Bylaws. Vacancies on Committees may be filled by the Board upon a majority vote of the Board.
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Section 6.2 - Term
Except as provided in Section 6.1 of this Article, each Committee Chair and Committee Member shall serve a term of two (2) years or until his or her successor is appointed, unless the Committee shall sooner be terminated, or unless such Committee Member resigns or is removed from such Committee.
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Section 6.3 - Committees —Meetings and Minimum Deliverables
Committees shall meet as reasonably necessary to fulfill the powers, rights and duties as prescribed by the Board and as further elaborated or implemented by such Committee. Each Committee shall notify the Board Member assigned to such Committee of its meetings and such Board Member may, but shall not be required to, attend such Committee meetings.
Within the timeframe and in a form prescribed by the Board, each Committee shall provide the Board with its goals, a proposed business plan, deliverables and a budget (in each case if and as applicable) for the ensuing year. The Committee Chairs shall also prepare a report of the duties, responsibilities, goals and accomplishments to be presented at the Annual Meeting. A Committee Member shall maintain minutes of each Committee meeting and the Committee Chair shall within a reasonable period after such meeting forward such minutes to the Board Member assigned to such Committee. In addition, a Committee Chair shall report to its assigned Board Member all material activities and plans of the Committee on a regular basis verbally, via e-mail or other written communication.
Section 6.4 — Removal
The Board may, upon its own initiative and/or the request of a Committee Chair or Committee Member, remove a Committee Chair or Committee Member if in the judgment of the Board the best interests of the Club shall be served by such removal. A two-thirds (2/3) vote of the Board shall be required to remove a Committee Chair or Committee Member.
Section 6.6 — Quorum and Proxies
Unless otherwise provided in the Board resolution designating a Committee, a majority of the Committee shall constitute a quorum and the act of the majority of the Committee Members present at a meeting at which a quorum is present shall be the act of the Committee. No proxies are permitted for Committee votes or actions.
Section 6.6 — Rules
Unless otherwise provided in the Board resolution designating a Committee, each Committee may adopt rules for its own administration, consistent with these Bylaws or with rules or resolutions adopted by the Board.
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ARTICLE VII
TEAM REPRESENTATIVES
Section 7.1 — Election and Qualifications
Each registered team with the Club shall elect a Member that shall serve as such team's representative (the "Team Representative") to the Board. Elections for its Team Representative shall be held by each team no later than thirty (30) days after such team's first practice for the fall season. Candidates for Team Representative can be
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self-nominated and the top vote getter on a team shall be elected as that team's Team Representative. In the event of a tie or if more than two candidates run for Team Representative and the winning candidate has less than a majority of votes cast, there shall be a re-vote between the two candidates that received the highest number of votes. A Team Representative must be a Member in good standing and may not concurrently be a Board Member, Committee Chair or another team's Team Representative. A Team Representative may (but is not required to) be the same Member serving as the team manager.
Section 7.2 — Duties
Each Team Representative shall attend a minimum of 75% of the quarterly meetings of the Board, and the Annual Meeting. The Team Representative shall act as its team's liaison with the Board, and shall to the best of his or her ability keep Members of his or her team apprised of activities at the Board and advise the Board of any concerns or issues expressed by his or her team. In performing these duties, the Team Representative shall complete one (1) written reports for the Fall, Winter and Spring seasons. The report shall address among other issues, team performance, communication between coach and team, timeliness of coaches to training and games, and behavior of players, parents and coaches at games. The written report shall be submitted to the Board and/or the Committee Chair for Team Representatives within 7 days of the quarterly and Annual Meetings. At the quarterly and Annual Meetings, the Team Representatives shall provide said verbal and written reports.
Section 7.3 — Term
A Team Representative shall continue as such until the end of the spring season, unless such Team Representative resigns or is removed as Team Representative.
Section 7.4 – Removal
A team wishing to remove its Team Representative shall notify the Board of such intent through written notice, with a copy of such written notice to be provided concurrently to the Team Representative. Within ten (10) days of such written notice, the Board shall call a special meeting among the Team Representative, the Grievances Committee and the Members of the team. The Committee Chair of the Grievances Committee shall chair the special meeting and attempt to mediate the differences between the Team Representative and the Members of the team. Upon request of the team, the Team Representative may be removed upon an affirmative vote of two-thirds (2/3) of all Members of the team. No proxies are permitted to remove a Team Representative.
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Section 8.1 — Hiring
ARTICLE VIII
NON-VOLUNTEER POSITIONS
From time to time, the Club may hire or retain, as employees or independent contractors, coaches, administrators, trainers, staff members, accountants and other agents or advisors to perform such tasks necessary to carry out the goals and purposes of the Club. Any person to be hired by the Club as an independent contractor shall be approved in advance by a majority vote of the Board. Any person to be hired by the Club as an employee shall be approved in advance by a two-thirds (2/3) vote of the
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Board.
Section 8.2 -- Contracts
Each individual hired or retained and paid by the Club shall sign a contract with the Club for the performance of his or her duties. Each contract shall at a minimum set forth the conditions and requirements of the position or project and establish the compensation and method of payment.
ARTICLE IX
CONFLICTS OF INTEREST
No Board Member, Member, employee or agent of the Club shall derive any personal profit or gain, directly or indirectly, by reason of his or her position as a Board Member, Member, employee or agent, or by reason of services rendered to or on behalf of the Club; provided, however, that nothing contained herein shall be construed to prohibit the Club from entering into contracts for goods or services in the ordinary course of its business at a reasonable and competitive fee with such individuals, corporations, partnerships or associations of which one or more individuals are a director, officer, employee, partner, shareholder or member so long as such Board Member, Member, employee or agent of the Club shall make a prompt, full, frank and complete disclosure of his/her interest to the Board or to the applicable Committee prior to its acting on such contract or transaction. In the latter case, the Committee Chair shall so advise the Board in writing. Such disclosure shall include all material facts known to such person about the contract or transaction.
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Transactions with the Club in which a Board Member, Member, employee or agent of the Club has an interest must be approved by a majority of disinterested Board Members after full disclosure of such interest. For purpose of establishing quorum of Board Members to approve such contract, any interested Board Member(s) shall be excluded. For the purposes of this Article, a person shall be deemed to have an interest in a contract or other transaction if the party (or one or more parties) contracting or transacting business with the Club is a director, officer, employee or has a significant financial interest in the entity contracting or transacting business with the Club.
ARTICLE X
CONTRACTS, LOANS, CHECKS, DEPOSITS AND FUNDS Section 10.1 - Contracts
By a majority vote the Board may, in addition to those officers authorized by these Bylaws, authorize any officer or officers, agent or agents of the Club, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Club, and such authority may be general or confined to specific instances.
Section 10.2 - Loans
No loans shall be contracted on behalf of the Club and no evidences of indebtedness shall be issued in its name unless authorized by the resolution approved by the affirmative vote of at least two-thirds (2/3) of all Board Members.
Section 10.3 - Checks, Drafts, Etc.
All checks, drafts or other orders for the payment of money, note or other evidences of indebtedness issued in the name of the Club shall be signed by such officer(s) or agent(s) of the Club and in such a manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by the Treasurer or, if any, an Assistant Treasurer. Records of all transactions of the Club shall be reviewed by the President or a Vice President on a monthly basis.
Subject to any contrary instruction by Board resolution, any check, draft or order for the payment of money in excess of $5,000.00 shall require two Board Member signatures. The Board may adopt additional financial controls as prescribed by the Club's accountant.
Section 10.4 - Deposits
All funds of the Club not otherwise employed shall be deposited from time to time to the credit of the Club in such banks, trust companies or other depositories as the Board may select.
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Section 10.5 - Fiscal Year
The fiscal year of the Club shall begin on the first day of May in each year and end on the last day in April in each year, or such other time as may be fixed by the Board.
ARTICLE XI
BOOKS AND RECORDS
The Club shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Members, Board and Committees having any of the authority of the Board, and shall keep at the registered or principal office a record giving the names and addresses of the Members entitled to vote. All books and records of the Club may be inspected by any Member, or such Member's agent or attorney, for any proper purpose at any reasonable time as required by law.
ARTICLE XII
BUDGET AND OPERATING PLAN
Not less than sixty (60) days prior to the beginning of each fiscal year, the Treasurer shall prepare and submit to the Board for its approval an annual operating plan ("Operating Plan") and proposed annual budget (the "Budget") for that fiscal year. Each Budget shall set forth, among other things, anticipated revenues, expenditures, cash reserves and working capital requirements of the Club for the fiscal year covered thereby. The Board shall be required to approve by a two-thirds (2/3) vote each Operating Plan and Budget at least thirty (30) days prior to the beginning of each fiscal year.
ARTICLE XIII WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of law (including
but not limited to the General Not For Profit Club Act of Illinois), these Bylaws or pursuant to the Club's Articles of incorporation, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute wavier of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given.
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ARTICLE XIV INDEMNIFICATION
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Section 14.1 - Indemnification in Actions Other than By Or In The Right Of The Club
The Club may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Club) by reason of the fact that he or she is or was a Board Member, Committee Member, Team Representative, officer, employee, or agent of the Club, or is or was serving at the request of the Club as a Board Member, Committee Member, Team Representative, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts actually paid and reasonably incurred by such person (whether pursuant to judgment, order, settlement, conviction or please of no contendere) in connection with such action, suit, or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Club and, with respect to any criminal action or proceeding. had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Club or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.
Section 14.2 - Indemnification in Actions By Or In The Right Of The Club
The Club may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Club to procure a judgment in its favor by reason of the fact that such person is or was a Board Member, Committee Member, Team Representative, officer, employee, or agent of the Club, or is or was serving at the request of the Club as a Board Member, Committee Member, Team Representative, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Club, provided that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Club, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.
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Section 14.3 - Right to Payment of Expenses
To the extent that a Board Member, Committee Member, Team Representative,
officer, employee, or agent of the Club has been successful, on the merits or otherwise, in the defense of any action, suit, or proceeding referred to in Sections 14.1 and 14.2 of this Article XIV, or in defense of any claim, issue, or matter therein, such
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person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.
Section 14.4- Determination of Conduct
Any indemnification under Sections 14.1 and 14.2 of this Article XIV (unless ordered by a court) shall be made by the Club only as authorized in the specific case, upon a determination that indemnification of the Board Member, Committee Member, Team Representative, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 14.1 or 14.2 of this Article XIV. Such determination shall be made (a) by the Board by a majority vote of a quorum consisting of Board Members who were not parties to such action, suit, or proceeding; (b) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested Board Members so directs, by independent legal counsel in a written opinion; or (c) by the Members entitled to vote, if any.
Section 14.5 - Payment of Expenses in Advance
Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Club in advance of the final disposition of such action, suit, or proceeding, as authorized by the Board in the specific case, upon receipt of an undertaking by or on behalf of the Board Member, Committee Member, Team Representative, 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 Club as authorized in this Article XIV.
Section 14.6 - Indemnification Not Exclusive
The indemnification provided by this Article XIV shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the General Not for Profit Club Act of Illinois of 1986, as amended from time to time, or any successor statute, any agreement, vote of Members or disinterested Board Members, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased
to be a Board Member, Committee Member, Team Representative, officer, employee, or agent, and shall inure to the benefit of the heirs. executors, and administrators of
such a person.
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Section 14.7 — Insurance
The Club may purchase and maintain insurance on behalf of any person who is or was a Board Member, Committee Member, officer. employee, or agent of the Club, or who is or was serving at the request of the Club as a Board Member, Committee Member, Team Representative, officer, employee, or agent of another Club, partnership, joint venture, trust, or other enterprise, as against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Club would have the power to indemnify such person against
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such liability under the provisions of this Article XIV.
Section 14.8 — Notice to Members
If the Club has paid indemnity or has advanced expenses under this Article XIV to a Board Member, Committee Member, Team Representative, officer, employee, or agent, the Club shall report the indemnification or advance in writing to any Members entitled to vote with or before the notice of the next meeting of the Members entitled to vote.
Section 14.9 — References to Club
For purposes of this Article XIV, references to "the Club" shall include, in addition to the surviving corporation, any merging corporation (including any corporation having merged with a merging corporation) absorbed in a merger that. if its separate existence had continued, would have had the power and authority to indemnify its Board Members, Committee Members, Team Representatives, officers, employees, or agents, so that any person who was a Board Member, Committee Member, Team Representative, officer, employee, or agent of such merging corporation, or was serving at the request of such merging corporation as a Board Member, Committee Member, Team Representative, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall stand in the same position under the provisions of this Article XIV with respect to the surviving corporation as such person would have with respect to such merging corporation if its separate existence had continued.
ARTICLE XV
AMENDMENTS TO THE-BYLAWS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a two-thirds (2/3) vote of the Board. Any number of amendments may be
submitted and voted upon at any one meeting of the Board.
[End of Bylaws]
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