Bylaws

ISC Bylaws

Approved at the Annual General Meeting on 11/14/2013


TABLE OF CONTENTS

ARTICLE I ORGANIZATION

ARTICLE II PURPOSE

ARTICLE III MEMBERS

ARTICLE IV OFFICERS

ARTICLE V MEETINGS

ARTICLE VI BOARD OF DIRECTORS

ARTICLE VII COMMITTEES

ARTICLE VIII PARLIAMENTARY AUTHORITY

ARTICLE IX AMENDMENTS

ARTICLE X FISCAL POLICY

ARTICLE XI RULES OF COMPETITION


ARTICLE I – ORGANIZATION

Section 1 – Name

The identification of this organization shall be the Issaquah Soccer Club, hereinafter referred to as “ISC.”  ISC is a nonprofit organization, under Section 501 of the Internal Revenue Code, existing under the laws of the State of Washington.

Section 2 – Jurisdiction

ISC shall have as its geography of operations the territory bounded by Issaquah School District #411.

ARTICLE II – PURPOSE

Section 1 – Mission

The mission of ISC is:

a) to provide programs that are enjoyable and rewarding for the participants;
b) to teach and promote the game of soccer;
c) to encourage courtesy, proper conduct and respect for players, officials, coaches and spectators;
d) to promote sportsmanship and develop leadership;
e) to develop physical fitness and mental alertness.

ARTICLE III – MEMBERS

Section 1 – General Members

The members of ISC shall consist of:

a) properly registered players and their parents or guardians;
b) coaches of ISC teams;
c) referees employed by ISC;
d) ISC elected and appointed officers;
e) ISC administrators;
f) ISC employees.

Members of ISC subscribe to the mission of ISC and agree to abide by its bylaws, rules of competition, guidelines, policies and procedures.

Section 2 – Voting Members

To qualify as a voting member, an individual shall be an affiliated representative of a team or alternate (limit one (1) per team) or an officially recognized officer of ISC. Voting members shall have only one (1) vote in ISC matters requiring a vote, regardless of the number of team affiliations or positions held.

Section 3 – Authority

The authority of ISC shall be vested in its voting members. The voting members will exercise their authority annually by electing officers of the Board of Directors to manage ISC and by ratifying a set of bylaws.

ARTICLE IV – OFFICERS

Section 1 – Elected Officers

The elected officers of the Board of Directors (“Board”) shall consist of:

President

Vice President

Secretary

Treasurer

Director at large (Up to ten; Positions 1 through 10)

Section 2 – Appointed Officers

In the event that a Board position remains vacant after elections at the ISC Annual General Meeting (AGM), or an officer resigns or vacates their role, the Board may appoint an officer to fill that role until the next AGM. The appointee shall be nominated by a Board member and approved by a simple majority of the current Board members.

Section 3 – Term of Office

The suggested term of office is two years. There is no limit to the number of terms an officer may be elected to.

Section 4 – Administrative Officer and/or Executive Director

The Board of Directors may appoint an administrative officer and/or Executive Director to oversee the daily activities of the organization. The administrative officer and/or Executive Director is a non-voting member of the Board.

Section 5 – Duties of Office

5.1 President

The President shall:
preside at all meetings of the Board of Directors; represent ISC in all public matters; be ISC’s Representative at meetings requiring ISC representation.; select representatives (other Board members) to act on his/her behalf at meetings requiring ISC representation.; see that all policies, rules and regulations of ISC are executed; appoint committee members as outlined in Article VII; supervise ISC’s Administrative Officer; sign deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other officer or in some other manner; when required, vote, but only in case of a tie.

5.2 Vice President

The Vice President shall:
assume the duties of the President when he/she is absent; be an ex-officio member of the Judicial Committee; and in general perform all duties incident to the office of Vice President and such other duties as from time to time may be assigned to him or her by the President or the Board.

5.3 Secretary

The Secretary shall:
keep the minutes of meetings of the Board of Directors and minutes which may be maintained by committees of the Board of Directors; in general 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 the Board.

5.4 Treasurer

The Treasurer shall:
keep record of the organization’s budget and prepare financial reports as needed; have responsibility for oversight of all funds and securities of ISC as outlined in ISC’s financial policies and procedures; and in general perform all 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 the Board.

5.5 Director at large

Elected Directors shall oversee the committees and appointed positions designated to their office. The Directors at Large shall serve as full members of the Board, and shall be assigned by the Board to such committee assignments and specific tasks as established by the Board from time to time.

5.6 Administrative Officer and/or Executive Director

The Administrative Officer and/or Executive Director is responsible for managing the daily activities of ISC.  The specific duties shall be outlined in a formal job description and approved by the Board of Directors.

Section 6 – Compensation

Voting members of the Board shall not be compensated for their service on the Board.

ARTICLE V – MEETINGS

Section 1 – Board Meetings

1.1 General

The Board of Directors shall meet monthly, typically the second Tuesday of the month, or at such time the Board may decide. The President of ISC shall serve as chairperson at all Board meetings. Board meetings are open to all members of ISC. Any member wishing to address the Board in person shall first notify the Secretary two weeks in advance of the next scheduled meeting.

1.2 Voting

In absence of a quorum as defined in Article VI, Section 4, no formal action shall be taken. Passage of a motion requires a simple majority (one more than half the Board members present).

Section 2 – Annual General Meeting

2.1 General

The AGM shall normally take place in the fall of each calendar year or at such time during the year that the Board may decide what would be in the best interests of ISC to ensure maximum member participation. Notification of the AGM should be made thirty (30) days prior to such meeting. The President of ISC shall serve as chairperson at the AGM.

2.2 Election of Officers

The officers of ISC shall be elected at the AGM. Voting shall be limited to the members defined in Article III, Section 2 and identified on the official listing prepared by the Administrative Officer and/or Executive Director. Notification for Board positions shall be made sixty (60) days in advance of the AGM. All interested Board candidates are required to submit a written notification to the ISC Board, or individual(s) designated by the Board, at least 30 days prior to the election date at the AGM. Such written notification shall include their intent and interest in the Board position along with a summary of qualifications. New members elected to the Board shall be seated at the next scheduled monthly Board meeting following the AGM.

2.3 Election Years

The positions of President, Treasurer, and the odd number Directors at large positions (ie. positions 1, 3, 5, 7 and 9) shall be up for election in odd numbered years.  The positions of Vice President, Secretary, and the even number Directors at large positions (ie. position 2, 4, 6, 8 and 10) shall be up for election in even numbered years.

Section 3 – Special Board Meetings

Special Board meetings may be held during the year as required. These meetings as well as other informal board meetings may be called at the direction of the President of ISC or any two Board members. Two-thirds of the elected Board members must be present to conduct business at such meetings. The order of business shall generally be the same as a monthly Board Meeting.

Section 4 – Special Matters

At the direction of the President or Vice President a special matter can be called in to question that cannot or reasonably should not wait until board members can be assembled to consider the matter. For purposes of this section only, electronic mail (email) will constitute written notice of the matter and all business conducted, including voting, will be as though the board were present and had considered the matter. For purposes of this section, only those members responding affirmatively or negatively on the specific subject within 7 days from the date the written notice was given shall be considered for purposes of quorum (see Article VI, Section 4) and voting requirements. The Secretary shall print the email communications which shall be made part of the minutes at the next scheduled Board meeting.

ARTICLE VI – BOARD OF DIRECTORS

Section 1 – Composition

The Board of Directors will be comprised of up to fourteen (14) elected officers and one (1) appointed administrative officer.  The composition of the elected board members may be periodically modified as required to best support ISC’s mission. Changes to the composition of the elected board members must be formally proposed and approved by ISC’s voting members at the AGM.  Members of the Board may be removed for Cause by a vote of 2/3rds of all current Board members; the Board member being considered for removal shall not have a vote and shall not be considered in calculating the 2/3rds majority.

Section 2 – Authority

The Board of Directors shall have the authority and responsibility to conduct all ISC business functions, enforce the bylaws as ratified by the members, and represent the organization in all matters related to ISC. This includes all FIFA, USSF Programs i.e. US Futsal, US Club, USYSA.

Section 3 – Attendance

Members of the Board are expected to attend meetings as outlined in Article V. Any officer absent, without cause, from three (3) consecutive monthly Board meetings or who willingly neglects his/her duties to ISC shall be deemed to have forfeited his/her position. A two-thirds (2/3) vote of the officers is required to declare a position forfeited.

Section 4 – Quorum

A simple majority of elected or appointed board members shall be required to conduct business.

Section 5 – Conflict of Interest

Any member of the board who with a direct, indirect or perceived financial, personal, or official interest in any matter pending before the board shall voluntarily disclose the nature of the conflict, excuse him/herself from his/her seat and refrain from discussion and voting on said item.

The Board shall reserve the right to request that such member vacate his/her board seat permanently if such conflict is deemed to impair the ability of the Board to govern or otherwise administer the business of the club according to its charter and bylaws.

A Board member shall not enter into any business transactions with any ownership, possessory, security or other pecuniary interest adverse to interests of ISC.

ARTICLE VII – COMMITTEES

Section 1 – Standing and Special Committees

1.1 Authorization

The Board may authorize the formation of committees as needed. The committee may be either a “standing committee,” appointed for a definite time, as a session or a year; or a “special committee,” appointed for a special purpose.

1.2 Appointment

Once a committee is authorized by the Board, the President shall appoint members to the committee. Recommendations for appointment shall be made by Board members.

1.3 Committee Chair

Unless the President has appointed a committee Chair, the committee, by a majority of its number, may elect a Chair.

1.4 Duties of the Chair

It is the duty of the Chair to call the committee together, but, if he/she is absent, or neglects or declines to call a meeting of the committee it is the duty of the committee to meet on the call of any two of its members. The Chair shall take minutes of all meetings and report all findings to the Secretary of the Board. The frequency of the reports shall be established by the Board. The Chair may be called, on occasion, to attend the monthly Board of Director’s meeting.

Section 2 – Judicial Committee

2.1 Composition

The Judicial Committee shall consist of the ISC Referee Coordinator, and two at large members. If one of the at large members is unable to fulfill their role, or if the committee position remains unfilled, the Vice President, as an ex-officio member, may replace them.

2.2 Authority

The purpose of the Judicial Committee is to preserve a safe environment for all members of ISC by adjudicating claims that members have not adhered to the Rules, Laws, Policies, Procedures, Guidelines, and Spirit of the League.

It is also bound by the Rules, Laws, Policies, Procedures, Guidelines, and Spirit of EYSA, District II, WYS, United States Youth Soccer (USYS), United States Soccer Federation (USSF), United States Club Soccer (USCS) and the Federation Internationale de Football Association (FIFA).

The Committee cannot hear any request for a hearing unless it is put forth in writing and the request follows the procedures as outlined in the ISC Manual of Protest, Appeals and Disciplinary Hearings.

The Judicial Committee operates under the current guidelines of WYS Administrative Handbook and WYS District II Disciplinary Procedures.

The Judicial Committee is chaired by the ISC Referee Coordinator. The committee shall report all findings to the Secretary of the Board. The Secretary or the Referee Coordinator shall brief the Board on its findings at the next scheduled monthly Board meeting. If the Referee Coordinator believes that the matter should not wait until the next scheduled Board meeting, then he/she may request that the issue be treated as a “Special Matter” as outlined in Article V, Section 4. The Judicial Committee meets on an “as needed” basis.

ARTICLE VIII – PARLIAMENTARY AUTHORITY

ISC shall follow the current version of Robert’s Rules of Order as its parliamentary authority.

ARTICLE IX – AMENDMENTS

Any bylaw amendment(s) shall be proposed and approved at the AGM. A favorable vote of fifty-one (51%) percent of the voting members present (at the AGM) and a majority of the Board is required to amend the bylaws.

ARTICLE X – FISCAL POLICIES

Section 1 – Fiscal Year

The fiscal year of ISC shall begin on April 1 and end on March 31.

Section 2 – Audit

The books and accounts of ISC shall be available for audit annually at a reasonable time after the end of its fiscal year. The President shall report ISC’s financial position to the Membership at the AGM.

ARTICLE XI – RULES OF COMPETITION

ISC shall adopt rules governing registration, player placement, team organization, and competition, governing all of the member teams. Such rules shall be consistent with the rules and bylaws of WYS and US Club Soccer. ISC shall ensure that before September 1 of each year a copy of the rules is made available to each team registered with ISC. Any changes to the rules must be adopted by the Board of Directors sufficiently in advance of the playing season so as to allow implementation.