AMENDED BY-LAWS OF AND FOR
PUEBLO RANGERS SOCCER, INC
ARTICLE I. Name and Location:
1. The name of this Corporation shall
be Pueblo Rangers Soccer, Inc., and it shall also be known as the Pueblo
Rangers Soccer Club with its principle place of business shall be in
Section 2. For the purpose of these by-laws and for the Rules and Regulations, the Corporation shall be referred to and the Pueblo Rangers Soccer Club, of soccer club.
ARTICLE II. Capital Stock:
Section 1. This Corporation shall have no authority to issue capital stock
Section 1. The purpose of this Corporation shall be as follows:
The purpose for which the Corporation is organized are educational and athletic in nature and include those things commonly associated with the operation of competitive youth soccer teams; to provide athletic and soccer instruction and training for the team members; to promote the education and participation of soccer within the Pueblo community, including within the public and private school systems; to travel and compete against other youth soccer teams within and without the State of Colorado; to conduct training clinics and appearances as requested, and devote any profits there from entirely to the continuity of the soccer teams and related booster organization; to train and educate children in the skills of the sport of soccer; to acquire by grant, purchase, lease, gift, devise legal fund-raising, and bequest real and personal property which may be requisite for the purpose of or capable of being conveniently used in connection with the objective of this Corporation, and to hold, to lease and to dispose of such property; to borrow money, and to assume and pay loans made upon property of the Corporation and for the exclusive function of the Corporation; to receive contributions and subscriptions, and to invest its funds in mortgages, bonds or other interest bearing securities or evidence of indebtedness for the benefit and advancement of the Corporation.
ARTICLE IV. Membership:
1. Membership in said Corporation
shall be open to any person desiring to promote, assist, maintain or
participate in competitive youth soccer program for children and young adults
Section 2. The determination of eligibility of any members are based upon such requirements as may be established by the Board Members.
Section 3. Any member may be removed from membership for good and sufficient cause based upon the majority vote of the Board Members present at any regular or special meeting.
ARTICLE V. Board of Directors
Section 1. The business, property and affairs of the Corporation shall be managed by a Board of at least three (3) Directors from residents of Pueblo County, Colorado, giving due attention to reputation and interest in competitive youth soccer program. The maximum number of directors shall be set by the Board, but at least one (1) member from each team comprising the organization shall be included on the Board of Directors. Said Directors shall have the power to initiate and approve programs and plan for the welfare of the Corporation; have custody and management of equipment, securities and all other properties of the Corporation; adopt an annual budget of the Corporation; sell, buy, and exchange properties and securities of the Corporation; make contracts; and perform all other duties and have such other powers as may be necessary to carry out the purpose of the Corporation.
The Board may adopt such Rules and Regulations as it deems appropriate to facilitate the achievement of the Corporation’s purpose and/or the orderly management and operation of the Corporation. All members of the Corporation shall abide by the Corporation’s Rules and Regulations and the Board is empowered to adopt and impose reasonable penalties and sanctions upon individual members and teams for failure to abide by these By-Laws and/or the Corporation’s Rules and Regulations.
Section 2. All meetings of the Board of Directors shall be held at such a place as may be designated by the Directors, and at such times as may be called by the President of said Corporation, after providing proper notice to all such Directors
Section 3. A Director may resign at any time by filing a written resignation with the Secretary of the Corporation and unless a later date is by its term, said resignation shall be effective upon the filing thereof, without the necessity of further action or approval by the Board.
When ever a vacancy shall occur in the Board of Directors for any cause, it shall be filled by election of the then remaining Board Members, and such newly elected Director shall hold office until the expiration of the term of his/her predecessor or until his/her successor shall be elected and qualified.
Section 4. The Board will be elected in the following manner: At the initial meeting of the incorporators, one-third of the members of the Board will be elected for a one year term, one-third of the members for a two year term, and the final one-third for a term of three years. At each annual meeting of the Director thereafter, all new and repeating term Directors shall be elected for three year terms. The only exception shall be to make representation available for teams established prior to the Fall season. Any member of the Corporation shall be qualified to serve as a Director and to submit his/her name in nomination for any vacancy upon the Board.
Section 5. The Board shall , by majority vote at each January meeting elect a President, Vice President, Secretary, Treasure, and Executive Director. By majority vote of the Board, the functions and duties of the Secretary and Treasurer may be combined into one office. All officers shall serve for one year terms or until their successors are duly elected. There shall be on limit on the number of consecutive terms of office any one officer may hold.
Section 6. The Board of Directors shall hold regular meetings during the following months: September, October, November, January, March, April, May, and July. Unless changed by the President, said meetings shall be on a date and at a place and time set by the Board in the Rules and Regulations of the Corporation. Notice of the regularly scheduled meeting of the Board shall not be required unless the time, place or date of the meeting has changed from that contained in the Rules and Regulations.
The board may hold such special meetings as are necessary or convenient. The Secretary shall call a special meeting of the Board when directed by the President or upon written request of the majority of the Board or a majority of the Corporation’s members. The secretary shall give three (3) days notice of any special meeting to each Active Board Member either personally or by Mail. When used in these By-Laws, the Term “mail” shall include voice mail and E-mail.
Any Board Member not in attendance for three (3) consecutive regular scheduled Board meetings shall be place on “Inactive Board Member “status. Written notice of the change to inactive status shall be mailed to the Board Member at his/her last known address. If the Board Member is on the Board as a team representative , a copy of the notice of inactive status shall be mailed to the team coach, team manager, or other board member (if team has more than one board representative) who is not effected by the designation as ‘inactive board member’ status. Inactive Board Members shall not be permitted to vote on any matter of Board Business. An inactive Board Member may be reinstated to active status upon affirmative vote of the majority of the Active Board Members present at the regularly scheduled Board meeting. Any such reinstatement shall be effective commencing at the next regular meeting following the meeting at which the reinstatement was approved or occurred.
Any Board Member who remains on inactive status for three (3) regularly scheduled meetings following the notice of change to inactive status shall be removed from the Board of Directors unless a majority of the Board Members approve an extension of time.
Section 7. Any action of the Board shall be valid and binding providing at least 50% of the Active Board Members shall be in attendance, and provided further that and proposition at such meeting must pass by at least 51% of those in attendance in order to be binding.
Proxy votes are permitted at the Board of Directors meetings, but such proxy must be given in writing.
Every Board Member will be required to be an active participant of a Board Committee.
ARTICLE VI. Duties and powers of Officers
Section 1. The Pueblo Rangers Soccer Club shall have an Executive Board that consists of the elected President, Vice-President, Secretary, Treasurer, and to include the Director. The Executive Board will carry out the necessary business of the soccer club, make executive decisions to ensure the proper direction, operation and administration of the soccer club and its programs, and perform such other duties granted to it by the Board of Directors.
Section 2. The President shall preside at all meetings of the Board of Directors, have general supervision of the affairs of the soccer club and the officers and executive director, call and preside over Executive Board meetings, and is an ex-officio member of all committees. The President will exercise necessary powers to ensure the proper operation of the soccer club.
Section 3. The Vice-President shall serve in the President’s stead at all meetings where the President is not in attendance. The vice-President will exercise such general supervision on the affairs of eh soccer club as designated by the President or the Board of Directors, and is an ex-officio member of all committees.
Section 4. The Secretary shall keep the necessary minutes and keep attendance of the soccer club at all regular, special and Executive Board meetings, shall prepare and send out all notices, and regularly prepare a membership role to include coaches and team managers.
Section 5. The Treasurer shall have custody of all books pertaining to the General Fund, deposit the funs of said Corporation pursuant to the direction of the Board of Directors, said funds to be deposited only in insured financial institutions such as commercial banks and federally insured saving and credit institutions or invested in low risk government securities. The Treasure shall write all checks, which require two (2) signatures, for expenditures, provided said expenditures have received prior approval by the Board of Directors. The Treasurer shall also be responsible for the preparation and submission of all reports required by Federal, State, or Local governmental units. The Treasurer is also responsible for submitting financial reports at each Board Meeting.
Section 6. The Executive Director shall serve at the direction of the Executive Board and report to the President, Executive Board, and Board of Directors.
** For specific job description and duties, to be incorporated in the by-laws, see attachment.
Section 7. The team coaches and team managers shall adhere to FIFA, CSYSA, and Pueblo Rangers Rules and Regulations and shall be responsible for:
A. Establishing and maintaining general conduct and behavior standards for team members and spectators;
B. Contracting for or otherwise arranging for team appearances and games;
C. Purchase of team supplies and new equipment, as well as maintenance of existing team equipment;
D. Times for practice as well as determining a practice location with the aid of the Executive Director;
E. Notifying the Referee Assignor in a timely manner of any change in date, time or location of any previously scheduled home game;
F. Notifying scheduled referees of cancellation of a game if the game is canceled within 24 hours of the scheduled game time.
G. Notifying opposing teams of and changes to or cancellations of games on a timely basis.
ARTICLE VII. Amendments:
Section 1. These by-Laws may be amended, altered, modified, or added to by a majority of the Board of Directors.
ARTICLE VIII. Committees:
Section 1. The President shall annually, appoint the chairperson and the members of the following standing committees:
Fund Raising and Bingo
Fields and Complex
New Teams and Clinics
Rules and By-Laws
Nominating Committee, to be chaired by the Executive Director or such person appointed by the Board of Directors.
The Board may create any ad hoc committees which are necessary and convenient to the operation of the Corporation. The President shall appoint the chairperson and members of any such committee; Committees shall be advisory to the Board and shall not do any ach which has the effect of binding or obligating the Corporation in any way without prior specific approval by the Board.
ARTICLE IX. Expulsion:
Section 1. Any Board Member of Officer may be removed upon a majority vote of the majority of Active Members preset at the meeting of the Board of Directors. The member or officer whose removal is sought shall be notified in writhing of the date, time, and place of the meeting at which removal is to be considered. Said notice shall be at least ten (10) days prior to said meeting and shall be mailed to the last known address of the member or officer. The member or officer whose removal is sought shall be given reasonable opportunity to be heard at the meeting prior to any removal vote.
Approved and adopted this third day of October 1996, by a majority vote of the Board of Directors.