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Revised July 2007
Revised November 2011
Revised July 2014
Revised November 2014
Revised January 2017
Non-Profit Corporate Bylaws
Kitsap Alliance FC Bylaws
TABLE OF CONTENTS
Article 1: ……………………………….. Name, Objective and Affiliation
Article 2: ……………………………….. Powers & Limitations
Article 3: ……………………………….. Offices
Article 4: ……………………………….. Organization
Article 5: ……………………………….. Administration
Article 6: ……………………………….. Directors
Article 7: ……………………………….. Executive Committee Officers
Article 8: ……………………………….. Board Meetings
Article 9: ……………………………….. Committees
Article 10:………………………………. Execution of Instruments, Deposits and Funds
Article 11:………………………………. Corporate Records, Reports and Policies
Article 12:………………………………. Indemnification
Article 13:………………………………. Amendments
Article 14:………………………………. Distribution Upon Dissolution
NAME, objective and affiliation
The name of this corporation shall be Kitsap Alliance FC. The business of the organization has been conducted in the past as WestSound FC and Kitsap FC.
The objective of this corporation shall be to promote regional soccer and good sportsmanship by supporting high-level training, play, and scholarship opportunities for local players.
This club shall be affiliated with the Northwest Sound Youth Soccer Association (NSYSA) and Washington Youth Soccer, and subject to the Rules and Regulations of these bodies.
Powers and Limitations
The corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable purposes, for which the corporation is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes.
The powers of the corporation may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions.
2.02 Nature of Corporation
Kitsap Alliance FC is a Washington State non-profit corporation, recognized as tax exempt under Section 501(c)(3) of the United States Internal Revenue Code.
2.03 Exempt Activities Limitation
Notwithstanding any other provision of these Bylaws, no director, officer, employee, member, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code as it now exists or may be amended, or by any organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as it now exists or may be amended. No part of the net earnings of the corporation shall benefit or be distributable to any director, officer, member, or other private person, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation and these Bylaws.
3.01 Principle Office
Kitsap Alliance FC shall maintain its principal office for the transaction of its business in Kitsap County, Washington.
3.02 Change of Address
The Kitsap Alliance Board of Directors (Henceforth known as “The Board”) may change the location of the principal office from one location to another within the named county by noting the change of address and effective date below. Such changes of address shall not be deemed an amendment of these bylaws. The county of the corporation’s principal office can be changed only by amendment of these bylaws and not otherwise.
3.03 Other Offices
The corporation may also have offices at such other places, within or without the State of Washington, where it is qualified to do business, as the Board of Directors may, from time to time, designate.
4.01 Governing Body and Number of Directors
The business of Kitsap Alliance FC shall be facilitated by a governing body, the Board of Directors.
The Board of Directors shall consist no less than seven (7) directors. Within these limits, The Board may increase or decrease the number of directors serving on the board, including for the purpose of staggering the terms of directors.
All corporate powers shall be exercised by or under the authority of the Board of Directors. The general affairs of the Kitsap Alliance FC shall be managed under the direction of the board, except as otherwise provided by law.
It shall be the duty of the directors to:
Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this Corporation, or by these Bylaws;
Appoint and remove, employ and discharge, and, except as otherwise provided in these bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the corporation as indicated in the Kitsap Alliance FC Policy Manual;
Supervise all officers, agents, and employees of the corporation to assure that their duties are performed properly;
Meet at such times and places as required by these bylaws, or otherwise designated by notice;
Register their addresses with the secretary of the corporation whereas notices of meetings which are mailed, emailed or faxed to them at such addresses shall be valid notices thereof; and
Facilitate fundraising, organizational development and growth, strategic partnerships, and regional, state and national relations.
The club shall be governed by its Constitution, Bylaws, and Rules & Regulations. The governing authority of this Association shall be the Board of Directors, who shall be charged with, but not limited to, the following:
Setting policy and interpreting the Bylaws and Policies & Procedures.
Adopting, on an annual basis, a detailed budget, to be proposed to each Team Representative thirty (30) days before it is to be voted on for approval.
Adhering to the rules contained in Roberts Rules of Order (revised), using them as guidelines to govern the organization in all cases to which they are applicable, and in which they are not inconsistent with the Constitution, Bylaws, and Rules & Regulations of this organization. The Board shall have the authority to deviate from Roberts Rules of Order (revised) if they find good cause.
Statements or actions by individual Board members shall not be construed as Board policy.
5.03 Emergency Operating Procedure
In the event of an emergency or an inoperable situation, the Board may deviate from a policy for a short period of time, provided there is action being taken to immediately rectify the situation and return to operations that fulfill the stated by-laws.
6.01 Board Composition
The Board of Directors shall be comprised of two principal groups, which include:
Player Representatives, who shall represent KAFC players, and may be drawn from player families or be community member(s) with an interest in soccer and/or the club.
Soccer Club Representatives, who shall represent other regional soccer clubs.
6.02 Terms of Office
All directors shall be elected to serve a term of two (2) years. The term of office shall be considered to begin the first day of May and end on the last day of April in the second year in office. Terms are subject to the following:
Directors may serve terms in succession but shall serve no more than three (3) consecutive terms.
Directors shall not hold more than one office at a time.
6.03 Qualifications and Nomination of Directors
To be eligible for nomination as a Director, an individual must be at least 18 years of age and be approved as a nominee by a majority vote of the Board.
Nominations may be provided by anyone at any time by submitting the nomination in written format to the Secretary of the Board.
6.04 Election of Directors
Directors may be elected at any board meeting by the majority vote of the existing Board of Directors. The election of directors to replace those who have fulfilled their term of office shall take place at the Annual General Meeting.
Election of Directors shall be as follows:
Player Representatives shall be elected at the Annual General Meeting by those in attendance who choose to vote. Player Representative Director terms shall be staggered so that approximately half the number of Player Representative Directors will end their terms in any given year.
Soccer Club Representatives shall be appointed by any such regional club, after a majority vote of the current Directors. Soccer Club Representative Director terms shall be staggered so that approximately half the number of Soccer Club Representative Directors will end their terms in any given year.
Any vacancy occurring on the Board of Directors prior to the expiration of a term shall be filled by such person as shall be elected by the remaining members of the Board of Directors. A Director so elected to fill a vacancy shall hold office for the remainder of the unexpired term of office of his or her predecessor in office.
6.06 Resignation or Removal of Directors
A Director may resign from the Board at any time by giving notice of his or her resignation in writing, either by electronic or personal delivery, to the President or Secretary of the Board of Directors.
Except as otherwise provided by law, a Director may be removed with or without cause. Removal of a Director shall be made at any Board of Directors meeting, even if called expressly for that purpose, by a majority vote of the present Board of Directors. In the case of a Director being removed, they shall receive written notification of such removal by electronic or written notification by the President or Secretary of the Board of Directors.
Directors shall receive no compensation for carrying out their duties as directors. The board may adopt policies providing for reasonable reimbursement of directors for expenses incurred in conjunction with carrying out board responsibilities, such as travel expenses to attend meetings, or may provide incentives for service, such as a reduction in fees, etc.
6.08 Compensation for Professional Services by Directors
Directors are not restricted from being remunerated for professional services provided to the corporation. Such remuneration shall be reasonable and fair to the corporation and must be reviewed and approved in accordance with The Board Conflict of Interest Policy and state law.
6.09 Restrictions Regarding Interested Directors
Notwithstanding any other provision of these bylaws, not more than forty-nine percent (49%) of the persons serving on the board may be interested persons. For purposes of this Section, “interested persons” means:
Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full-time or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; or
Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.
6.10 Non-Liability of Directors
The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation, in so far as such is consistent with state and federal laws.
6.11 Insurance for Corporate Agents
The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee, or other agent of the corporation) against any liability other than for violating provisions of law relating to self-dealing asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of the law.
Executive committee officers
An Executive Committee will be appointed by a majority vote of The Board. The Board of Directors may designate from among its members a President, Vice President, Secretary, Treasurer and such other officers as it may consider appropriate with such duties as it may prescribe.
7.01 Appointment of Officers
Executive Committee Officers may be appointed at any board meeting by the majority vote of the Board. Election of Directors shall have terms such that:
The President and Secretary shall be appointed in odd-calendar years;
The Vice President and Treasurer shall be appointed in even-calendar years; and
Director(s) At-Large shall be appointed in staggered years so that approximately half of the Executive Committee Officers will end their terms in any given year.
7.02 Terms of Office
All Executive Committee Officers shall be elected to serve a term of one (2) years. The term of office shall be considered to begin the first day of January and end on the last day of December in the second year in office. Terms are subject to the following:
7.02 Officer Responsibilities
President. The President shall be responsible for oversight of all Kitsap Alliance FC activities, act as chair of Board and Club Meetings and have the authority to sign checks on behalf of the organization.
Vice President. The Vice President shall become the Acting President during any temporary absence of the President, succeed to the position of President if the position becomes vacant, and have the authority to sign checks on behalf of the organization.
Secretary. The Secretary shall prepare, maintain and distribute Board and Club Meeting minutes and distribute and share correspondence with Directors.
Treasurer. The Treasurer shall maintain oversight of all financial operations of Kitsap Alliance FC, act as the Chair of the Finance Committee, and have the authority to sign checks on behalf of the organization.
Director(s) at Large. The Director(s) at Large shall maintain duties and or roles as assigned by the Board or indicated in Kitsap Alliance Policies & Procedures.
8.01 Board of Directors Meetings
The Board shall establish and publish a schedule of regular Board meetings each year. Meetings will be open to the public, unless voted on by at least (5) members of the Board. Meeting considerations are as follows:
The board may, at its discretion and for confidentiality reasons, enter a closed session not available to the public, by simple majority vote at any time.
All appeals from the public for special board consideration and outside the normally established agenda shall be submitted, in writing, at least 2 weeks prior to the meeting date. All special agenda items must be approved by the Board President for consideration, prior to the meeting.
8.02 Regular Board Meeting Notifications
Reasonable notice must be provided for regular Board meeting(s). Reasonable notice shall be constituted as follows: It shall be the duty of the Secretary to provide the minutes of the last regular Board Meeting, to each Director, one (1) week before the next scheduled Board Meeting. Directors may receive notices of meetings by electronic transmission, if they consent to do so.
8.03 Special Meetings and Notifications
Special Board meetings may be called by the President or upon request by other Directors. Reasonable notice must be provided for special Board meeting(s), as follows: It shall be the duty of the Secretary to provide notice of a Special Meeting, to each Director, at least 48 hours before the Special Meeting is scheduled to be held.
8.04 Board Meeting Quorum
A quorum for the transaction of business at all Board Meetings shall consist of at least the President or Vice President, and a simple majority of Directors.
8.05 Board Meeting Voting
Voting shall consist of a two-thirds (2/3) majority. Voting by proxy shall not be allowed.
8.06 Electronic Communication and Voting
Directors may use electronic transmissions to execute business, written consents and voting, provided that the transmission provides sufficient information to determine the sender’s identity. Such electronic business may include:
Discussion: Directors may engage in discussion
Must follow the same email thread;
Other emails should not follow the thread;
Should be a minimum of two days, unless unanimously agreed to in the thread;
Discussion time may be extended by a simple majority vote of all board members.
Either preceding or following a motion;
A Director must make an actual motion, including a suggested discussion timeframe;
The motion must be seconded by another Director;
The President or mover of the motion shall then send a summary of points and a reminder of the motion on the table after one (1) day;
This should be repeated again within 24 hours of the end of the discussion period if the discussion period is more than three (3) days.
The President, Secretary, or mover of the motion circulates a new email with a new subject. The subject should say “MOTION: [topic] vote by [date and time].”
The voting period shall be no less than 24 hours and no more than seven (7) days.
A quorum of Directors must be available and vote within the voting period
Directors vote by directly responding to the message indicating “Yes,” “No,” or “Abstain.” Directors abstaining shall reply with an explanation of abstention.
9.01 Committee Composition
The President of the Board shall appoint, subject to Board approval, all Committee Chairs and any such alternate(s). The Board of Directors shall outline the authority and scope of each such committee within the Club Rules and Regulations.
Committees shall consist of Directors and non-directors at the discretion of the Board and/or as appointed by the President.
The Board shall facilitate and/or lead all such committees, to include, but not be limited to, the following:
Board Governance Committee. The Board Governance Committee shall be composed of four (4) or more members. For each fiscal year, the committee shall be responsible for oversight of board development, education, and nominations, management and interpretation of Club Policies & Procedures, and recommendations regarding committee structure and needs, as outlined by the Board and/or Club Policies & Procedures.
Finance Committee. The Finance Committee shall be composed of four (4) or more members, including the Treasurer, and three (3) or more additional members.
For each fiscal year, the Finance Committee shall be responsible for preparing a budget, initiating an independent audit of finances and accounts, and from time to time, submitting supplements to the budget, as outlined by the Board and/or Club Policies & Procedures. No Director shall act as an auditor.
Staff Development Committee. The Staff Development Committee shall be composed of four (4) or more members.
For each fiscal year, the Staff Development committee shall be responsible for managing staff relations and submission of staff list and compensation plan for approval by the Board, as outlined by the Board and/or Club Policies & Procedures.
Execution of Instruments, Deposits and Funds
10.01 Execution of Instruments
Except as otherwise provided by these bylaws, The Board of Directors, may, by resolution or board policy, authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of the and on behalf of the corporation and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
10.02 Checks, Drafts
All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the board.
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depository as the board or a designated committee of the board may select.
No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the board. Such authority may be general or confined to specific instances.
The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the charitable or public purposes of this corporation as determined in its Gift Acceptance Policy.
Corporate Records, Reports and Policies
Minutes of all meetings of the Board of Directors, Committees of the Board and of all Annual General Meetings, shall be recorded, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof; Additions and/or exceptions to these shall include:
Financial Report. Regular board meetings shall include a financial report reflecting adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
Committee Meeting Minutes. Regular board meetings shall include committee meeting minutes and/or reports as requested by the Board of Directors.
Corporate Documents. The articles of incorporation and bylaws as amended to date, shall be open to inspection by the public, at all reasonable times, during posted office hours, or at regular board meetings.
11.02 Fiscal Year
The fiscal year of the corporation shall be from 12:00 a.m. on April 1, and end at 11:59 p.m. on March 31, of the following year.
11.03 Policies and Procedures
The board shall adopt and periodically review its Policies and Procedures, to protect the corporation’s interests, with special attention, but not limited to:
Conflict of Interest Policy. Especially when it is contemplating any transaction or arrangement which may benefit any director, officer, employee, affiliate, or member of a committee with board-delegated powers.
Nondiscrimination Policy. The officers, directors, committee members, employees, and persons served by this corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation. It is the policy of the organization not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin.
Document Retention. The purpose of this document retention policy is establishing standards for document integrity, retention, and destruction and to promote the proper treatment of the corporation’s records and to ensure legal compliance.
Gift Acceptance Policy: The purpose of the gift acceptance policy is to identify the types of assets Kitsap Alliance FC will accept, provide guidelines as to the forms of gifts acceptable, and define the Club’s role in administering gifts.
12.01 Actions Subject to Indemnification
Kitsap Alliance FC shall 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, including all appeals (other than an action by or in the right of Kitsap Alliance FC) by reason of the fact that the person is or was an officer, employee, or agent of Kitsap Alliance FC, against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit, or proceeding; and if that person acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of Kitsap Alliance FC and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on 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 that he reasonably believed to be in or not opposed to the best interests of Kitsap Alliance FC and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.
12.02 Expenses Subject to Indemnification
To the extent that an officer, employee, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in this Article, or in defense of any claim, issue, or matter in that action, suit, or proceeding, he or she shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the action, suit, or proceeding.
12.03 Limitations of Indemnification
Any indemnification made under this Article, may be made by Kitsap Alliance FC only as authorized in the specific case on a determination that indemnification of officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 of this Article. The determination shall be made (a) by a 2/3 majority vote of a quorum consisting of the Board Of Directors who were not and are not parties to or threatened with the action, suit, or proceeding; (b) if the described quorum is not obtainable or if a majority vote of a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion; or (c) by a majority vote of the members of Kitsap Alliance FC.
12.04 Timing of Indemnification
Expenses of each person seeking indemnification under this Article, shall be paid by Kitsap Alliance FC as they are incurred, in advance of the final disposition of the action, suit, or proceeding, as authorized by the Board of Directors in the specific case, on receipt of an undertaking by or on behalf of the officer, employee, or agent to repay the amount if it is ultimately determined that he or she is not qualified to be indemnified by Kitsap Alliance FC.
12.05 Extent of Indemnification
The indemnification provided by this Article shall be deemed to be discretionary unless otherwise required as a matter of law or under any agreement or provided by insurance purchased by Kitsap Alliance FC, both as to action of each person seeking indemnification under this Article in his official capacity and as to action in another capacity while holding that office and may continue as to a person who has ceased to be an officer, employee, or agent and may inure to the benefit of the heirs, executors, and administrators of that person.
13.01 Bylaw Amendments
These Bylaws may be amended, altered, repealed, or restated by a vote of two-thirds (2/3) majority of the Board of Directors then in office at a meeting of the Board, provided, that:
No amendment shall be made to these Bylaws which would cause the corporation to cease to qualify as an exempt corporation under Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code; and,
An amendment does not affect the voting rights of directors. An amendment that does affect the voting rights of directors further requires ratification by a three quarters vote (75%) of a quorum of directors at a Board meeting.
Recommended amendments be submitted in writing at a previous regular board meeting;
Amendments be provided to the Board Secretary for incorporation; and that
All amendments be consistent with the Articles of Incorporation.
13.02 Communication of Amendments
Upon approval, the Secretary shall publish and distribute to every Coach, Team Representative, and Board member, the approved amendment prior to the next, subsequent board meeting.
Distribution Upon Dissolution
Upon termination or dissolution of Kitsap Alliance FC, any assets lawfully available for distribution shall be distributed to the NSYSA, or to one (1) or more qualifying organizations described in Section 501(c)(3) of the Internal Revenue Code (or described in any corresponding provision of any successor statute) as having a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.
The organization to receive the assets of the Kitsap Alliance FC here under shall be selected in the discretion of a simple majority vote of the Board of Directors.