Amended January 6, 2020
OTTUMWA SOCCER CLUB
ARTICLE I AUTHORITY AND ORGANIZATION
Section 1.1 A certificate of incorporation bearing the seal of the State of Iowa and dated January 1, 1993 was duly issued by the Secretary of State of the State of Iowa for the Ottumwa Soccer Club (“OSC”). Except as may be hereinafter altered or amended, this corporation adopts for itself all provisions of Chapter 504A (Iowa Nonprofit Corporations) of the Code of Iowa.
Section 1.2 The OSC is not organized for pecuniary profit, and will not issue certificates of stock, ownership certificates, or declare dividends. No part of the net earnings of the OSC will inure to the benefit of any officer, director, member or individual. The balance, if any, of all money received by the OSC from its activities, after payment in full of any and all debts and obligations of the OSC, will be held, accumulated, used, or distributed exclusively for carrying out the stated purpose of the OSC consistent with the laws and regulations applicable to a tax exempt, nonprofit corporation governed by the provisions of Section 501c(3) of the Internal Revenue Code of 1954, as amended, and Chapter 504A, Iowa Code, as amended.
Section 1.3 The OSC shall operate pursuant to the laws of the State of Iowa and of the United States.
ARTICLE II PURPOSE
Section 2.1 The OSC’s purpose is to promote, foster, and perpetuate the game of soccer on the youth level in the City of Ottumwa and in the surrounding communities. The OSC will sponsor recreational and competitive youth soccer teams, and will provide training opportunities for its staff, coaches and referees. The OSC will focus on fun, equal participation, and sportsmanship.
ARTICLE III TERRITORY AND SEASONAL YEAR
Section 3.1 The geographic area from which members and players are to be located will be the city of Ottumwa, Iowa and the surrounding communities, or any such other areas as the OSC Board may from time to time determine.
Section 3.2 The seasonal year of the OSC will align with the seasonal year as determined by the Iowa Soccer League, and will typically commence in September, or as otherwise determined by the Iowa Soccer League, and will end in June of the following calendar year.
ARTICLE IV AFFILIATION
The OSC is an affiliate of, and shall comply with the authority of the Iowa Soccer Association (the “ISA”), the United States Youth Soccer Association (the “USYSA”), and the United States Soccer Federation (the “USSF”).
ARTICLE V ADMINISTRATION
Section 5.1 The OSC will be governed by its Articles of Incorporation, its bylaws, and the OSC Policies and Procedures; except when any of these are superseded by the policies, rules or regulations of the ISA, the USYSA, or the USSF. For the purpose of clarity, the OSC will consult the ISA regarding any conflict among the rules promulgated by the ISA and the USYSA.
Section 5.2 The OSC acknowledges that the USSF’s articles of incorporation, bylaws, policies and requirements take precedence over and supersede the governing documents and decisions of the ISA and its members to the extent applicable under state law, and the ISA and its members shall abide by those articles, bylaws, policies and requirements.
Section 5.3 The OSC shall not join any organization whose requirements conflict with the ISA or the USSF’s articles, bylaws, policies and requirements.
Section 5.4 Governing authority of the OSC will be vested in the Ottumwa Soccer Club Board of Directors (“OSC Board”), whose activities will be governed by these bylaws. The Ottumwa Soccer Club Policies and Procedures (“OSC Policies and Procedures”) will govern all other activities of the OSC, and of any committees or positions appointed by the OSC Board. In cases where these bylaws and the OSC Policies and Procedures conflict, these bylaws will control.
Section 5.5 The OSC shall provide the ISA with amended copies of the OSC’s bylaws and other governing documents no later than ninety (90) days after adoption, and will make copies of those documents available to its members.
Section 5.6 The OSC will register with the ISA at least once each seasonal year the names and addresses of its players and coaches, and will timely pay all dues and fees of the ISA.
Section 5.7 The OSC will allow the ISA to review the OSC Policies and Procedures, upon reasonable request, to determine compliance with these bylaws.
Section 5.8 Through the OSC Policies and Procedures, but excluding those matters in which authority is reserved to the Iowa Soccer Association, United States Youth Soccer Association, or the United States Soccer Federation, the OSC will make and apply policies governing the conduct and play of its players, coaches, members, and teams. All participants and volunteers must agree to abide by the OSC Policies and Procedures, and of such local, state, and national soccer organizations with which the OSC is affiliated.
Section 5.9 The OSC Board shall set registration fees. The OSC may charge such fees as well as accept personal, corporate, and governmental grants or gifts to secure the funds necessary to provide for programs, services, and facilities in accordance with the OSC’s stated purpose.
Section 5.10 The OSC, its officers, directors, members, and any persons acting in or on its behalf, shall take no actions which may adversely affect the OSC’s nonprofit and/or tax exempt status or which may otherwise violate any state or federal law.
ARTICLE VI MEMBERSHIP
Section 6.1 All parents or guardians of players registered with the OSC by the final registration deadline in the current seasonal year will be members. The membership of the OSC will be comprised of two classes:
(a) Voting Members: This class will include all members who are present at an annual or a special meeting. Each family will have one (1) membership vote which can be exercised by either adult parent or the adult legal guardian of the player(s) in that family. Members must be present at the annual meeting or a special meeting to exercise voting rights.
(b) Non-Voting Members: This class will consist of all members who are not present at an annual or special meeting and do not qualify as voting members per 6.1(a).
Section 6.2 Membership in the OSC will not be restricted by virtue of race, sex, sexual orientation, creed, religion, national origin, ethnic group, or disability.
Section 6.3 All Members shall abide by the Articles of Incorporation, the bylaws, and the OSC Policies and Procedures, as well as all applicable rules, and policies of any association with which the OSC is affiliated.
Section 6.4 Membership in the OSC will be open to any parents or legal guardians not subject to suspension under USSF Bylaw 241, Section 4.
Section 6.5 Fees will be payable in advance at the time of registration; failure to pay the required fees will result in the immediate forfeiture of membership without further OSC Board activity or decision-making. Only in cases of financial hardship, with the approval of the OSC Board, can membership continue without payment of fees.
Section 6.6 The OSC will consist of teams with players and coaches in good standing. To be in good standing a player must be duly registered with required fees paid and a coach must be duly registered with required trainings (and licenses if applicable) complete.
Section 6.7 The OSC will provide equitable and prompt hearing and appeal procedures to guarantee the rights of individuals to participate and compete. Those procedures will include that all grievances involving the right to participate and compete in activities sanctioned by the ISA and sponsored by USSF and its members may be appealed to the ISA and the USSF’s Appeals Committee, which will have jurisdiction to approve, modify or reverse a decision.
Section 6.8 No Member of the OSC, official, league, club, team, player, coach, administrator or referee may invoke the aid of the courts of the United States or of a state without first exhausting all available remedies within the appropriate soccer organizations.
Section 6.9 Annual Meeting of Members. The annual meeting of the OSC Members will be held not later than the last day of June in each year.
Section 6.10 Special Meetings. Special meetings of the membership may be called by the OSC President, a majority of the OSC Board, or on petition of at least one third (1/3) of the Voting Members. Any special meeting called will occur in the month following the month in which notice was received by the OSC Board, or as otherwise determined by the OSC Board.
ARTICLE VII BOARD OF DIRECTORS
Section 7.1 General Powers. The business and affairs of the OSC, including the control and disposition of its property and funds, will be managed by its Board of Directors. Subject to applicable legal requirements, the OSC Board will have sole authority to establish methods of contributions, accept or reject contributions, or to provide for any other restrictions, qualifications or levels relating to contributions which it, in its sole discretion, deems necessary.
Section 7.2 Election and Qualification. Directors will be elected by a majority vote of the Voting Members. Unless otherwise approved by a majority of the OSC Board, only current OSC members or former OSC members presently serving out the duration of their term on the OSC Board, each qualifying under Article VI above, may be elected to the OSC Board of Directors.
Section 7.3 Number and Composition. The OSC Board will consist of no more than eleven (11) but not less than five (5) directors. The Board of Directors may, at any time, increase the number of directors up to the maximum or decrease the number of directors no lower than the minimum, except that any such decrease will not result in the removal of a sitting director. The OSC Board may create and/or abolish various director positions thereby increasing or decreasing the number of directors subject to the number limitations in this paragraph. The OSC Board's decision to create or abolish directorship(s) will be effective upon affirmative vote of the Voting Members.
Section 7.4 Tenure. Directors will serve a term of 2 years, beginning on July 1st of the year in which they are elected and ending June 30th of the second subsequent year. Unless otherwise approved by a majority of the Voting Members, no director may serve more than 3 terms or for a total of six (6) years. Those initially serving a 1-year term may thereafter serve 3 full 2 year terms if they are selected and so desire.
Section 7.5 Resignation and Removal. Any director may at any time resign by serving notice to the OSC Board. A director may be removed with or without cause by either (1) a super majority vote of two-thirds of the then serving directors or (2) a majority vote of the membership present at the annual meeting or at a special meeting called for the express purpose of removing a director. The meeting notice must state that the purpose of the special meeting is the removal of the director, and must list the director’s name and reason for removal.
Section 7.6 Vacancies. Any vacancy created by departure or addition of a new member occurring in the OSC Board, excluding expiration or termination of a director’s term per this Article, may be filled by vote of the OSC Board. A director so elected will then serve the unexpired term of the predecessor or the remainder of a full term, as the case may be. Thereafter, those filling a one-year vacancy may serve 3 full 2 year terms if they are selected and so desire.
Section 7.7 Annual Meeting Vote. Eight weeks prior to the annual meeting, the OSC Board Secretary will solicit nominations from OSC members for candidates for director positions that are currently open or that will become open during that calendar year. The Secretary will compile a slate of nominees to be presented to the members at the annual meeting. The Voting Members present at the meeting, as determined per Article VI, will vote for such directors at the conclusion of the annual meeting. Directors may be seated by plurality, and where multiple seats are vacant, the nominees receiving the highest numbers of votes will win the open seats.
Section 7.8 Regular Meetings. Regular meetings of the OSC Board will be held at least quarterly at a place and time to be set by the directors.
Section 7.9 Special Meetings. Special meetings may be called by or at the request of the President or a majority of the directors. A majority of directors may fix any place within the City of Ottumwa as the place to hold any special meeting.
Section 7.10 Notice. Notice of meetings will be given at least ten (10) days prior to the scheduled meeting. Written notice may be delivered personally, by mail, or electronically to each Director at his/her personal or business address. A notice by mail will be considered delivered when deposited in the United States mail so addressed, with postage thereon prepaid and a notice delivered electronically may be considered delivered upon delivery notification.
Section 7.11 Quorum. A majority of the number of directors will constitute a quorum for the transaction of business.
Section 7.12 Presumption of Assent. A director of the OSC Board who is present at a meeting of the Board of Directors at which action on any corporate matter is taken will be presumed to have assented to the action unless his/her dissent be recorded in the minutes of the meeting.
Section 7.13 Informal Action by Directors. Any action required to be taken at a meeting of the OSC Board, or any other action which may be taken at a meeting of the OSC Board, may be taken without a meeting if a consent in writing, setting forth the action to be taken, be acknowledged by all directors. Facsimile or electronic acknowledgment will be sufficient to show consent.
Section 7.14 Absent Vote by Director. A director may give advance written consent or opposition to a proposal to be acted on at an OSC Board meeting. If the director is not present at the meeting, consent or opposition to a proposal will not constitute presence for purposes of determining the existence of a quorum, but consent or opposition will be counted as a vote in favor of or against the proposal and will be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected.
Section 7.15 Compensation. Generally, directors will serve without direct compensation from the OSC, except reasonable costs, fees or expenses may be paid. To the extent deemed necessary by the OSC, the OSC may retain services of a director other than in his/her capacity as a director and that director may be compensated for services rendered as the OSC Board of Directors may from time to time deem appropriate.
ARTICLE VIII. OFFICERS AND DIRECTORS
Section 8.1 Selection. The officers of the OSC Board will be a President, Vice President, Secretary, and Treasurer. Additionally, the following positions may be filled by an officer or director of the OSC Board: Director of Operations, Director of Coaching, and Director of Player Development. Directors not holding a title will be considered directors at large. The officers of the OSC Board will be selected by the OSC Board following the annual meeting of the OSC. Directors who are appointed to officer positions will serve in such capacity until that director either resigns as an officer or as a director, or until that director’s tenure with the OSC Board expires or is terminated. Unless otherwise determined by the OSC Board, officers will retain their officer positions with each successive re-election to the OSC Board.
Section 8.2 Vacancies. Vacancies of Officer positions will be filled as per section 8.1 above.
Section 8.3 Duties of Officers
8.3.1 President. The President will be the chief officer of the OSC Board and shall preside at all board meetings; call such meetings as they are needed; supervise the affairs of the OSC; supervise the directors; sign, with the Secretary, all contracts and documents duly authorized by the OSC Board; and, with the Treasurer, oversee and approve all warrants for payment of monies duly authorized by the OSC Board.
8.3.2 Vice-President. The Vice-President shall perform all the duties and exercise all the powers of the President during his/her absence or incapacity; and oversee the communications of the OSC Board.
8.3.3 Secretary. The Secretary shall notify all Board members of meeting dates; keep a record of all proceedings of the OSC Board and of any meetings of the general membership; distribute these records to all OSC Board members in a timely fashion; and sign, with the President, all contracts and documents duly authorized by the OSC Board.
8.3.4 Treasurer. The treasurer shall oversee the collection all monies of the OSC; insure a detailed account of income and disbursements; prepare a detailed Treasurer's Report for Board meetings; assist in preparing an annual budget; and approve or deny proposed expenses.
Section 8.4 Resignation of Officers. Any officer may at any time resign by serving notice to the remaining board members. Officers may resign as an officer and remain as a director at large, or resign from the OSC Board.
ARTICLE IX COMMITTEES AND MANAGERS
Section 9.1 General. The OSC Board may establish and appoint standing committees, special committees, and taskforces as may be deemed desirable for the good of the OSC. These bodies will limit their activities to those tasks for which they were appointed and will have no powers except those specifically conferred by action of the OSC Board.
Section 9.2 Manager Positions. The OSC Board may establish additional manager positions as necessary.
Section 9.3 Staffing. Persons who are not directors or members of the OSC may be appointed to serve on standing committees, special committees or taskforces, or to management positions. All committee and taskforce members, and all managers, shall serve at the pleasure of the OSC Board.
Section 9.4 Reports. All committees and taskforces will maintain written minutes of their meetings or notes of activities which will be available to the OSC Board. All managers will report to either a Director individually or to the OSC board at large, as determined by the board.
ARTICLE X COMMUNITY COORDINATOR
Section 10.1 Appointment. The President, with the OSC Board’s concurrence, may appoint an individual serving in the Ottumwa community to serve as a Community Coordinator to assist with the interactions between the OSC and the community at large, including but not limited to the Ottumwa City Council, the Ottumwa School Board, representatives of Wapello County, etc.
Section 10.2 Requirements. The Community Coordinator will not be required to be a member of the OSC. However, as determined by the OSC Board, the OSC Policies and Procedures may include the minimum selection criteria of the Community Coordinator.
Section 10.3 Standards of Conduct. The Community Coordinator will be subject to the OSC Policies and Procedures, as well as the standards of the ISA, USYSA, and the USSF.
ARTICLE XI CONTRACTS, LOANS, CHECKS, and DEPOSITS
Section 11.1 Contracts. Excluding contracts for the purchase of goods below a certain amount as determined by the OSC Board, only the President and Secretary, acting jointly and in concert, may enter into any contract or execute and deliver any instrument in the name of and on behalf of the OSC.
Section 11.2 Loans. No loans may be contracted on behalf of the OSC and no evidences of indebtedness will be issued in its name unless authorized by a resolution of the OSC Board. The OSC will make no loan to any director or member of the OSC.
Section 11.3 Checks. All checks, drafts or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the OSC will be signed by the Treasurer and/or such other director or directors of the OSC and in such manner as will either be, from time to time, determined by resolution of the OSC Board or set forth in the OSC Policies and Procedures.
Section 11.4 Deposits. All funds of the OSC not otherwise employed will be deposited from time to time to the credit of the OSC in such banks or other depositories as the OSC Board may select.
ARTICLE XII INDEMNIFICATION
The OSC will indemnify, defend, and hold each officer and director of the OSC Board harmless to the fullest extent possible against any and all expenses, including attorneys’ fees, judgments, fines, settlements and reasonable expenses, actually incurred by such person relating to that officer or director’s conduct as an officer or director of the OSC. This indemnification provision will not apply: (i) to any intentional material breach of such person’s duty of loyalty to the OSC; (ii) to any gross negligence, recklessness, willful misconduct, or any intentional act which results in the violation of the law; (iii) to any transaction from which such person derived an improper personal benefit; or (iv) against judgments, penalties, fines and settlements arising from any proceeding by or in the right of the OSC, or against expenses in any such case where such person will be adjudged liable to the OSC.
ARTICLE XIII NOTICE
Whenever any notice is required to be given to any member or director of the OSC under the provisions of the Articles of Incorporation or under the provisions of the Iowa Nonprofit Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated herein, will be deemed equivalent to the giving of such notice. For purposes hereof, facsimile or electronic signatures will be adequate to show consent for such waiver.
ARTICLE XIV FISCAL YEAR
The fiscal year of the OSC will be the calendar year – January 1 to December 31 each year.
ARTICLE XV AMENDMENTS
These bylaws may be altered, amended or repealed, and new bylaws adopted, by a two thirds majority vote of members present at a special or annual meeting of the members, a quorum being present; provided that a minimum of thirty (30) days-notice in writing, noting the character of the proposed alteration, amendment or repeal is given to the members and the OSC Board. Unless otherwise provided, these bylaws and any amendment to these bylaws will be effective immediately upon approval of the membership.
Amended January 6, 2020