Constitution and Bylaws
NORTH ANDOVER SOCCER ASSOCIATION
CONSTITUTION AND BYLAWS
The name of this corporation shall be the North Andover Soccer Association, Inc. (NASA)
2.0 OBJECTIVES AND PHILOSOPHY
Its object shall be to promote and encourage the game of soccer for the families of North Andover. To perform this object pursuant to the laws of the Commonwealth of Massachusetts for a charitable organization, organized under Chapter 180, and In accordance with the constitution, bylaws, rules, and regulations of the Massachusetts Youth Soccer Association, Inc. (MYSA) with whom this association is affiliated.
The philosophy of the Association is to provide play at all levels from instructional to highly competitive. In accordance with this philosophy, the rules of the game shall be adjusted where necessary to enhance the probability of meeting the objectives of the Association.
The Association will cooperate with similar organizations in all areas of mutual Interest
Membership shall be open to any and all No. Andover residents who have attained the age of eighteen and who actively participate In the administration of the NASA program and/or who is a parent or legal, guardian of a player legally registered with NASA during the current year.
Any person who is suspended by NASA is not considered to be a member.
The Spring registration will be held no later than the preceding November 15 with an additional grace period through January 1 for late registrants, or in concert with MYSA requirements.
The Fall registration will be held no later than June 15 with an additional grace period through
July 1 for late registrants, or in concert with MYSA requirements.
Any registration after November 15 or June 15 must be referred to the appropriate Division Coordinator (town program) or Travel Team Director, who will assign them (on a first come, first serve basis) until all rosters are full. Registrations after January 1 and July 1 will have a late fee applied as determined by the Board of Directors.
The Board of Directors (BOD) reserves the right to decide upon a final registration cut-off which will be binding upon the program. Under no circumstances will a coach assign a player to his own team or accept a late registration. A player is not considered legally registered until the registrar has
received all of the appropriate registration forms properly filled out, signed and the full registration fee within the proper time frame.
Coaches who field players not legally registered may forfeit the game at the discretion of the town director (if a town team). Coaches who field players not legally registered on a travel team may be relieved of their position as coach at the discretion of the majority of the BOD.
3.3 Voting Privilege
All members who are registered with NASA during the period August 1 through July 31 shall be eligible to vote at the Annual General Meeting or any Special Meeting held during that period. Only [the officers and] Board Members have the right to vote at all other Board of Directors meetings.
3.4 Eligibility of Players in the Association
The children of any resident member shall be entitled to participate in the activities of the Corporation, provided that the parents or legal guardians of any minor child sign such documents and releases and accept such terms and the conditions as may be established from time to time by the Board of Directors.
Children of non-resident members will be allowed to play only at the discretion of the Board of Directors.
NO player will be allowed to play without a signed registration card and full payment of the fee.
3.5 Suspension and Expulsion of Non-Playing Members
Any member of the Association may be suspended or expelled from membership by a resolution passed by not less than two-thirds of the Board of Directors present at a legal Board meeting. The member has the right to make a statement to the Board of Directors before the resolution is put to a vote. The member may send a representative in his place. The decision of the Board of Directors shall be binding on the member and just reason for the suspension or expulsion must be given by the Board of Directors.
Individuals must be notified by certified mail - return receipt requested.
3.6 Complaints, Protests, Suspension and Expulsion of Players
Any player, parent or coach may launch a complaint or protest to the Board of Directors. Any player of the Association may be suspended at the discretion of the Board of Directors as a result of a protest The severity and amount of the disciplinary action will be decided on an individual basis by the Board of Directors. A NASA incident Report Form will be filed for any incident considered severe enough to warrant disciplinary action by the Board of Directors. A copy of said form will be kept in NASA files, and copies distributed to appropriate parties by the Secretary/Treasurer of the Association.
Any NASA Director may suspend/remove a player, parent or coach for the duration of a contest that he/she deems to be acting in a way contrary to NASA rules or rules of normally acceptable behavior. All suspensions must be reported and reviewed by the Board of Directors prior to or by the next regular meeting. The BOD is authorized to take further disciplinary action if warranted. Decisions by the BOD may be appealed to Massachusetts Youth Soccer Association (MYSA).
3.7 Minimum Facilities
The interpretation of minimum facilities is that sufficient playing fields are available.
4.0 GOVERNMENT OF THE ASSOCIATION
The members of the NASA shall be governed by the Board of Directors and the Officers. The Officers shall consist of a President, Vice-President, and Secretary/Treasurer. The Board of Directors shall consist of the Officers and up to twelve (12) Directors. Selection of Directors to specific Board positions will be determined as soon as possible after the Annual General Meeting and with preference based on seniority.
4.1 Board Of Directors
The Board of Directors shall have the power to do, or cause to be done, all things that are proper to be done by the Corporation except as otherwise required by law or by these bylaws. The BOD shall have control and be responsible for the management of the property of the organization. The BOD shall have access to the books, records, vouchers and funds of the Treasurer, shall fill all vacancies that may occur during the year in an office except as otherwise provided by law or in these bylaws and may make for their own government such rules and regulations, not inconsistent with these bylaws, as they see fit. They shall have the power to waiver tees or charges for any player member for good cause.
A Board of Directors of not more than sixteen (16) members shall be elected by the members at the Annual Meeting. A nominating committee consisting of three (3) members elected by the Board of Directors shall present nominations for Directors at least thirty (30) days prior to the Annual Meeting. Any other members may make nominations for Directors from the floor of the Annual Meeting of the Corporation provided that the nominated member is present and expresses a willingness to fulfill the responsibilities of a Board member. A Director must be a member in good standing at the time of his election.
Any vacancy on the Board of Directors may be filled by simple majority within seven (7) days, by the Officers and Directors. First consideration will be given to unsuccessful candidates for Board membership from the last Annual Meeting that were either nominated in advance and pre-entered on the ballot or were nominated from the floor and were present at that Annual Meeting. The term of this position shall last only until the next Annual Meeting.
Each Director of the Corporation shall hold office for a term of two years after his/her election at an Annual General Meeting. The maximum time a director may hold office is four consecutive elected years. Any Director may resign by giving his/her written resignation to the Board or to the secretary. Such resignations shall be effective upon receipt unless otherwise specified and acquiesced by the Board. In the event that a Director should miss three (3) meetings In a 12 month period without due excuse (such as illness) or fails to perform his/her responsibilities to NASA as determined by the BOD and these bylaws, the remaining majority members of the Board may declare his/her position vacant.
No Board member will be allowed to serve more than 1 year as Vice President and 1 year as President In a 2 consecutive term tenure. Exceptions to this rule can only be waived by a two-thirds (2/3) majority of the BOD present.
4.1.5 Regular Board Meetings
The Board of Directors shall hold a regular meeting at least four weeks prior to the Annual General Meeting of the Corporation to prepare the agenda, reports, and recommendations to be presented at the Annual General Meeting of the Corporation. The new Board of Directors shall hold a meeting as soon as practical alter the Annual General Meeting for the purpose of organizing Itself and implementing the actions taken at the Annual General Meeting of the Corporation and do whatever other planning is necessary for a successful year.
A Proxy Vote is permissible at Regular Board Meetings whereby a Board Member may grant voting power to another Board Member to vote on his behalf. This power must be presented to the Board in writing at the start of the Regular Board Meeting.
4.1.6 Special Meetings
In addition to the meetings required in Section 4.1.5, the Board of Directors may hold Special Meetings as they deem necessary. Special Meetings of the Board of Directors may be called by the Secretary whenever requested by the President, by three (3) or more Directors, or by these Bylaws.
A Proxy Vote is permissible at Special Meetings whereby a Board Member may grant voting power to another Board Member to vote on his behalf. This power must be presented to the Board in writing at the start of the Special Meeting.
4.1.7 Notice of Meetings of the Board of Directors
A written notice of the meetings of the Board of Directors stating the place, date, and hour thereof, shall be given by the Secretary, or by the Directors calling the meeting, at least fourteen (14) days before the meeting, to each Director. No written notice need be given to any Director for special meetings within any specified time frame. Announcement of Intent to hold a future meeting given at a prior meeting of the Board is interpreted as fulfilling all the notification of a meeting requirement.
The Secretary or the Director calling the meeting shall provide a copy of the agenda of items to be discussed along with the purpose of the meeting to each member as part of the notice of the meeting. No written agenda need be given to any member for emergency meetings within any specified time frame. Reason of intent to hold a future meeting given at prior meeting of the Board is interpreted as fulfilling all the requirements of furnishing an agenda.
Seven (7) Directors, one (1) of which shall be an officer, constitutes a quorum for the transaction of business at any meeting of the Board of Directors.
4.1.10 Action at Meetings
At any meeting of the Board of Directors at which a quorum is present, the vote of the majority of
those present, unless a different vote is specified by Law, by the Articles of Organization, or by these bylaws, shall be sufficient to decide the matter.
The Board of Directors, by a vote of the majority of the Directors at the meeting at which such action is voted, elect from membership Committees as the Board may determine, and the Board of Directors may, by this vote, delegate thereto any or all their powers, except those which are prohibited by these bylaws. The membership of such a Committee must be reapproved by the Board when and if it's term exceeds one year. No committee member may serve for more than 4 consecutive years on a particular committee.
4.1.12 Dues and Assessments
The annual player fees shall be set annually by the Board of Directors. The Board of Directors may from time to time assess additional charges for, among other things, expenses incurred or to be incurred. Said assessments shall be borne and paid by the Members unless otherwise specified by the Board of Directors.
4.1.13 Action By Writing
Any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting If all the Directors consent to the action in writing and the written consents are filed with the records of the meetings of the Directors. Such consents shall be treated for all purposes as a vote at a meeting.
4.1.14 Records and Procedures of the Board of Directors
The Directors shall cause a record of their proceedings in all Directors meetings to be properly kept by the Secretary or by a secretary pro tempore. The records shall be verified by the signature of the person acting as secretary of the meeting.
The BOD shall be responsible for enforcing the constitution and bylaws.
The President shall be chief executive and head of the corporation and shall have the general control and management of its business and affairs, subject however to any limitations expressly provided herein and to the controlling authority of the Board of Directors. He shall preside at all meetings of the Association.
During the absence of the President and Vice-President, the Secretary/Treasurer shall discharge the official duties of the president
The Vice-President will be vested with all the powers and will be required to perform all the duties of the President in his absence or disability and the performance of any act or the execution of any instrument by a Vice-President shall, so far as any third person Is concerned, constitute conclusive evidence of the absence or disability of the President. He/she will be responsible for interfacing with the officials of the Town of North Andover and other jurisdictions for the purposes of maintaining good will, procuring required fields necessary for the operation of our Fall and Spring programs. The Vice-President shall perform such other duties as may be prescribed by the Board of Directors.
The Treasurer shall have the custody of the funds and valuable books and papers of the Corporation. He/she shall keep full and accurate accounts of the receipts and disbursements in books belonging in the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the BOD.
He/she shall disburse the funds for the Corporation as may be ordered by the Board of Directors, or President, taking proper vouchers for such disbursements, and shall render to the President and/or Directors whenever they may require it, an account of all his transactions as treasurer and of the financial condition of the Corporation. He/she shall be at all times subject to the control and direction of the Board of Directors and shall perform such other duties as the Board of Directors may from time to time prescribe and require. He/she shall submit an annual financial statement, summarizing the receipts and disbursements for the year and compared to at least the last 2 years to the BOD and officers at least one week before the Annual General Meeting.
The Secretary shall procure all necessary books in which shall be recorded the minutes and proceedings of all meetings of the voting members and Board of Directors. The Secretary shall give to the voting members and the Board of Directors, the notice required by these bylaws of every stated or special meeting of the voting members and of the Board of Directors meetings, or other locations and times which the Secretary determines to be reasonable.
The Secretary, in general, shall perform all duties Incident to the office of Secretary authorized or required by law, or as the Board of Directors may require. In the absence of the Secretary from stated or special meeting, a temporary secretary shall be chosen by the President who shall record the proceedings thereof in the aforesaid books. The Secretary shall see to it that all Officers and Directors receive copies of the minutes within one month of the meeting.
All correspondence external to the BOD and association meetings shall be channeled through the Secretary for inclusion Into the Association’s records.
In the absence of the President and Vice President at a Board meeting, the Secretary/Treasurer shall perform all of the functions of the President
Prior to any vote on a significant motion that has long term impact on the corporation, the Secretary shall write the motion into the records word-for-word and record the vote. The motions may be include but not be limited to the change in dues structure, change in player divisions or other policy decisions. A BOD member may request recording of any motion put to a vote.
4.5 Development Director
Each year, the Board of Directors will appoint a Development Director to fulfill the development/training requirements of the Association The Development Director will be responsible for developing, organizing and running programs, clinics, courses, etc. for the training of the players, coaches and referees. He/she will also keep an updated list of NASA’s licensed coaches and referees.
4.6 Referee/Equipment Director
Each year the Board of Directors will appoint a Referee/Equipment Director. This Director will be responsible for recruiting, training and monitoring referees for the in-town program. The Director will generate schedules; select appropriate referees for each age division; coordinate referee clinics with
the Development Director and provide each referee with written instructions appropriately adapted for each in-town age group. The Referee/Equipment Director will purchase, maintain and keep adequate inventories of all equipment necessary for the Travel and In-town programs. He/she will coordinate with the Travel and in-town program Directors for the distribution and collection of equipment each season. The Director will submit a written inventory to the Board detailing numbers, location and condition of the equipment once a year.
4.7 Publicity Director
Each year the Board of Directors shall appoint a Publicity Director. It is the duty of the Publicity Director to arrange for collection of news with regards to the Association. It is also this Directors duty to see to it that news is put into a form acceptable to the local newspapers and to submit that news in a timely fashion. The Publicity Director is also responsible for coordinating and publishing the Association’s publication “Soccer Net News”.
4.8 Field Maintenance Directors (2)
Each year the Board of Directors may appoint two (2) Field Maintenance Directors. Each Director will be responsible for soliciting and coordinating the efforts of volunteers, contractors and town resources to ensure the adequate preparation of assigned playing fields for games and practices, including mowing, lines, nets and goals. The Field Maintenance Directors will also be responsible for coordinating field renovation projects with town officials.
4.9 In-Town Program Directors (3) U-6; U-8; U-10
Each year the Board of Directors will appoint three (3) In-Town Program Directors, one each for U-6, U-8, and U-10 age divisions. Each Director will be responsible for organizing, coordinating and managing all aspects of both the boys and girls programs for an assigned age division. This includes: determining numbers of teams, recruiting coaches, developing rosters, developing schedules, assigning fields, conducting coaches meetings and making the final determination on the cancellation of games due to weather conditions, The In-Town Directors are responsible for recruiting Division Coordinators for each boys and girls division to assist in the running of the program.
Each year the Board of Directors will appoint a Registrar who will be responsible for coordinating all activities relating to registration as outlined in 3.2 above, and as determined by the Board, such as the printing of player lists and team rosters. The Registrar is responsible for overseeing and ensuring the completion of all administrative/data base functions out-sourced on a contract basis.
4.11 Travel Team Directors (2) Boys; Girls
Each year the Board of Directors may appoint two (2) Travel Team Directors, one each for boys and girls. Each Travel Team Director will be responsible for overseeing and coordinating all aspects of the boys/girls travel programs as outlined in the Travel Team Policy, and for representing NASA in dealings with the Essex County Youth Soccer Association. The Travel Team Directors will co-chair the Travel Team Committee.
4.12 Special Projects Director
Each year the Board of Directors will appoint a Special Projects Director who will be responsible for managing the annual Columbus Day Tournament and for coordinating other special projects, awards recognitions, etc. which may be assigned by the Board.
4.13 Other Powers and Duties
Each officer and director shall, subject to these bylaws, have in addition to the duties and power specifically set forth in these bylaws, such other duties and powers as the Directors [or members] may from time to time designate.
5.0 MEMBERSHIP MEETING
5.1 Annual Meeting
The annual meeting of members of the Corporation shall be held on the second Tuesday of November In each year or If that be a legal holiday in the Commonwealth of Massachusetts, on the next succeeding full business day at an hour and place specified by the Board of Directors or the President and stated In the notice of the meeting. The purposes for which the annual meeting is to be held, in addition to those prescribed by law, by the Articles of Organization, or by these bylaws, may be specified by the Board of Directors or by the President if no annual meeting is held in accordance with the foregoing provisions, a special meeting may be held in lieu thereof, and any action taken at such meeting shall have the same effect as if taken at the annual meeting.
5.2 Special Meetings
Special Meetings of the Corporation may be called at any time by the President or a majority of the Board of Directors. It shall be the duty of the Secretary to call a Special Meeting of the Members whenever requested to do so by ten percent (10%) or more Members stating the time, place and purpose of the meeting.
5.3 Place of Meeting
All meetings shall be held at such places, either In the United States or elsewhere, designated in the notice of the meeting.
5.4 Notice of Meetings
A written notice of every meeting of members stating the place, date and hour thereof, and the purposes for which the meeting Is to be held, shall be given by the Secretary or by the person calling the meeting at least ten (10) days before the meeting to all members by mall, postage prepaid, to the last known post office address of each member or in such other way as the Board of Directors shall order. No notice need be given to any member if a written waiver of notice, executed before or after the meeting by the member or his attorney thereunto authorized is filed with the records of the meeting.
At any meeting of the members, ten (10) members present in person or by proxy shall constitute a quorum. At any meeting of the members at which a quorum Is present, the vote of a majority of those present on any matter, unless a different Vote is specified by law, by the Articles of Organization or by these bylaws, shall be sufficient to decide such matter.
Each member shall have one vote. A member may vote either in person or by written proxy dated
not more than two months before the meeting named therein. Proxies shall be filed with the Secretary of the Meeting before being voted.
Each person now or hereafter a Director and officer of this Corporation, and each person now or hereafter a coach or assistant coach of a team organized by this Corporation and each person selected to be a referee for the games of said teams and activity coordinators shall be indemnified by this Corporation against all expenses and losses reasonably Incurred or suffered by him in connection with any claim, action, suit or proceedings, civil or criminal, actual or threatened, to which he may be made a party by reason of his being or having been such Director and officer, coach, assistant coach or referee as aforesaid, or by reason of his alleged acts or omissions as such Director and officer, coach, assistant coach or referee except with respect to any matter as to which he shall have been adjudicated In any proceeding not to have acted in good faith in the reasonable belief that his action was In the best interests of the Corporation, provided, however, that the Corporation may compromise and settle any such claim, action, suit or proceeding and pay such expenses and losses, if such settlement and payment appear to be for the best interest of the Corporation in the judgment of a majority of the disinterested members of the Board of Directors, whose judgment on the matter shall be final.
7.0 MISCELLANEOUS PROVISIONS
7.1 Fiscal Year
Except as from time to time otherwise determined by the Directors, the fiscal year of the Corporation shall be the twelve months ending the 31st day of December.
The seal of the Corporation shall, subject to alteration by the Directors, bear its name, the word “Massachusetts” and the year of its incorporation.
7.3 Execution of Instruments
All deeds, leases, transfers, bonds, notes and other obligations authorized to be executed by an officer of the Corporation in its behalf shall be signed by the President or the Treasurer, except as the Directors may generally or in particular cases otherwise determine.
8.0 PLAYING RULES
The Board of Directors may, from time to time, publish playing rules which, providing they do not contravene with this constitution and bylaws, shall be binding upon all Association Members and Association Teams.
It is desirable, however, that the bylaws should represent the wishes of the general membership. Therefore, at the Annual Meeting, the Board of Directors shall present to the members any proposals they may have for changes In the existing bylaws.
The proposals of the Committee and those of members shall be discussed and voted upon, a simple majority of those present being necessary for acceptance of the change.
This procedure shall not prevent the Board of Directors from introducing new bylaws as demanded by situations that arise during the year.
9.0 AMENDMENTS TO THE CONSTITUTION AND BYLAWS
NO variations of the Constitution and bylaws by addition, omission or amendment shall be adopted without approval at the Annual General Meeting. If conditions warrant, a special meeting may be held.
Notice of such meeting shall be per 5.2. The amendment shall not be carried unless supported by a majority vote of those present at the meeting. The quorum shall be per section 5.5.