ARTICLE I - NAME
Section #1 The corporation shall be known as The West Morris Soccer Club, duly incorporated under and by virtue of the provisions of Title 15 of the Revised Statutes of New Jersey (1937) and the amendments thereof and supplements thereto for the lawful purposes as hereinafter stated (hereinafter the “corporation” or “club” or “organization”).
Section #2 The principal office of this corporation (which may be a post office box ) shall be located in the Mendhams or the Chesters, in each case at the discretion of the president.
Section #3 The corporation shall maintain an address (which may be a post office box) in the Mendhams or the Chesters for the purpose of receiving the corporation's correspondence.
ARTICLE II - PURPOSE
Section #1 It is the intent and purpose that this corporation shall be organized and operated exclusively for charitable and educational purposes in the public interest.
Section #2 The purposes for which this corporation is formed are to develop and enhance community interest in soccer; to provide opportunities for participation in organized soccer to all children irrespective of skill and ability; to provide training in soccer fundamentals; and to provide graded competitive programs appropriate for respective age levels.
Section #3 This corporation is not organized for the pecuniary profit of its trustees, officers or members; the corporation may not issue stock nor declare nor distribute dividends; and no part of the net income or earnings of this corporation shall inure to the benefit of any trustee, officer or member of the corporation or to any private individual.
Section #4 No part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation unless such legislation directly relates to advancing the purposes set forth in Section #2 of this Article II. This corporation shall not participate in, or otherwise intervene in (including publishing or distributing of statements), any political campaign on behalf of any candidate for public office.
Section #5 Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provisions of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Law).
ARTICLE III - AFFILIATION
Section #1 This organization is not to be directly responsible to any other organization locally, nationally or internationally.
Section #2 This organization may choose to participate in and join with, for specific purposes, organizations ascribing to the goals and purposes of The West Morris Soccer Club. These organizations may include, but are not limited to, the Morris County Youth Soccer Association, the New Jersey Youth Soccer Association, the Mid-New Jersey Youth Soccer League, the United States Soccer Foundation, and the Federation International Football Association.
ARTICLE IV – MEMBERSHIP AND PLAYERS
Section #1 The membership of this organization for any particular calendar year shall be the parents or guardians of any player duly registered during the previous or current calendar year for any club program (hereinafter the “membership” or “member(s)”).
Section #2 Except as provided in Section #3, all players must reside in the Mendhams, the Chesters, or bordering municipalities. Also, all players will be allowed to register with the club who (i) move into a qualifying jurisdiction or (ii) will be moving into a qualifying jurisdiction within six (6) months following their application to register.
Section #3 The By-laws may provide for circumstances where additional players not covered by Section #2 will be permitted to register with the club.
ARTICLE V - GOVERNMENT
Section #1 The government of this organization shall be vested in a Board of Trustees consisting of fifteen (15) individuals (such individuals may hereinafter be referred to as a “trustee(s)”). The trustees of this organization shall be elected using the procedures prescribed by the By-Laws.
Section #2 Five (5) trustees shall be elected by those remaining Board of Trustees and members of the organization physically attending the annual meeting, with such duly elected trustees beginning service the next January 1 and serving for three (3) calendar years.
Section #3 Subsequent to the election of trustees as set forth in Section #2, the fifteen (15) individuals who will be serving as trustee for the subsequent year shall elect officers from amongst such fifteen (15) individuals, with such duly elected officers beginning service the next January 1 and serving for one (1) calendar year. Such election shall be completed prior to December 31 using the procedures prescribed by the By-laws. Unless a majority of the upcoming trustees choose to elect a greater number of officers, said officers shall be the president, two (2) vice presidents, secretary and treasurer and such additional officer(s) as selected by a majority of the upcoming trustees.
Section #4 Any trustee or officer may be removed for cause pursuant to the procedures set forth in this Section #4. Such removal shall be made in the form of a "Motion to Remove," which shall be made by the Board President or by a “Motion to Remove” signed by any three other members of the Board of Trustees. “Cause” includes, but shall not be limited to, a trustee or officer who shall willfully violate any of the By-laws or rules of the club or who shall be guilty of any conduct injurious to the order, peace, interest or welfare of the club or who fails to attend five (5) monthly board meetings in any twelve (12) month period. Any trustee or officer so charged shall be furnished, in writing (including by email), with an explanation of the cause for removal and shall be given at least five (5) days notice to appear before the Board of Trustees to make answer thereto. If, upon inquiry and hearing, the Board of Trustees shall be satisfied with the truth of the charge, the Board of Trustees may, upon the affirmative vote of at least eleven (11) of the trustees, remove such trustee or officer from office.
Section #5 Any trustee or officer may voluntarily resign from his\her position(s) by providing written notice to the Board President stating the effective date of his\her resignation.
Section #6 A vacancy on the Board of Trustees, or in any office, shall be filled by a vote of at least a majority of the Board of Trustees. Such appointee shall serve until the next regular election at which such position would be filled. A vacancy in an officer position shall be filled from the current members of the Board of Trustees.
ARTICLE VI - MEETINGS
Section #1 The annual meeting of the club shall be held on the second (2nd) Thursday in November of each year, unless a different date in November for such meeting is established by the Board of Trustees. The annual meeting shall be held at such place and time as is designated by the Board of Trustees.
Section #2 Public notice of the annual meeting of the club shall be given by posting a notice on the home page of the club’s web site at least fourteen (14) days before the date of the annual meeting.
Section #3 The Board of Trustees shall meet regularly for the purpose of conducting the club's business as prescribed in the by-laws.
Section #4 At each meeting, unless the President selects a different order or elects to omit certain items in his/her discretion, the order of business shall be:
- Minutes of previous meeting
- President's Report
- Treasurer's Report
- Report of other officers and trustees
- Reports of program coordinators and other committee heads
- in the case of the annual meeting, election of five (5) new members to the Board of Trustees
- in the case of the annual meeting, a report by the President or his\her designate regarding the general condition of the league and its financial position (including funds received and spent since the previous report and the funds currently in possession of the club).
- Old Business
- New Business
ARTICLE VII - FISCAL YEAR
Section #1 The fiscal year of this organization shall be the calendar year.
ARTICLE VIII - DISSOLUTION
Section #1 In the event of dissolution, the Board of Trustees shall be governed by the laws of the State of New Jersey as outlined in the Certificate of Incorporation of the organization.
Section #2 Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
ARTICLE IX - AMENDMENT
Section #1 This constitution may be amended by a vote of at least two-thirds of the members physically present and voting at any regular or special meeting, provided that public notice of the proposed amendment be given by posting a notice on the home page of the club’s web site at least twenty one (21) days prior to the date of such meeting.
ARTICLE X – EFFECTIVE DATE AND TRANSITION
This Constitution shall be effective as of the date of adoption.
ARTICLE I - BOARD OF TRUSTEES
Section #1 The Board of Trustees shall have the power to manage all the affairs of the club on any and all questions relating in any manner whatsoever thereto, and to make all contracts necessary for the proper transaction of all business. They shall have entire jurisdiction over all matters pertaining to the care, conduct, control, supervision and management of the club and its finances, and all appropriations shall be made by them. The Board of Trustees shall also have the power to delegate the aforementioned powers and duties to the officers and\or the trustees as they deem appropriate in their sole discretion.
Section #2 The trustees shall receive no fee or compensation for their services. However, any trustee may be reimbursed for authorized expenses incurred in the furtherance of the purposes of this organization.
Section #3 No assessments shall be levied directly against the Board of Trustees or against any trustee or officer for the purpose of meeting the club's obligations.
Section #4 The president shall preside at all meetings of the club and Board of Trustees, and enforce all laws and regulations of the club. He/she shall perform such other duties as shall be imposed upon him/her by resolution of the Board of Trustees.
Section #5 The club shall indemnify and hold harmless the trustees and the officers to the fullest extent permitted by applicable law except for actions taken by a trustee or officer in bad faith or that constitute fraud.
ARTICLE II - DUTY OF OFFICERS
Section #1 The president as chief officer of the organization shall supervise the organization's affairs and activities and shall make an annual report thereon to the members.
Section #2 The vice presidents shall work with the president on such affairs of the organization as: membership, finances, public relations and project and committee activities, and, also preside at meetings in the absence of the president.
Section #3 The secretary shall give notice of all regular and special meetings, and shall keep a permanent record of the minutes of such meetings and distribute said minutes to trustees in a timely manner; shall handle all correspondence for the organization and all correspondence received and issued by the organization.
Section #4 The treasurer shall collect funds, keep the books of the organization, disburse funds as required, and shall report monthly on the financial condition of the organization; shall prepare a report for audit by his\her successor, and a written report of the members; shall make the necessary filing of any documents with government agencies.
ARTICLE III - – MANNER OF ELECTION OF TRUSTEES
Section #1 Not less than twenty days prior to the annual election, the president shall appoint with the approval of at least a majority of the Board of Trustees, a nominating committee of three members. At least one member of the committee shall be an existing trustee who is not an officer, and at least one member shall not be on the Board of Trustees.
Section #2 The nominating committee shall provide the names of at least five (5) persons eligible to serve on the Board of Trustees not less than ten (10) days prior to the annual election.
Section #3 No member of the nominating committee shall be eligible to be elected to the Board of Trustees at the upcoming annual election.
Section #4 Additional names for trustees may be placed in nomination by a letter received by the club at least ten (10) days prior to the meeting and signed by at least ten (10) members of the club.
Section #5 Balloting shall be conducted by one member of the nominating committee designated by at least a majority of the trustees. Balloting for contested positions shall be done by written ballot from those physically attending the annual meeting.
ARTICLE IV - – MANNER OF ELECTION OF OFFICERS
Section #1 Within fifteen (15) days of the annual election, the same nominating committee shall provide a written recommendation (which can be in the form of an email) to the fifteen (15) individuals who will be serving as trustee for the upcoming year of eligible individuals to serve for each officer position. If at least a majority of the fifteen (15) individuals who will be serving as trustees for the upcoming year provide their written concurrence (which can be in the form of an email) for any such officer so nominated prior to December 15, then such person(s) shall be duly elected to such officer position.
Section #2 If by December 15 any such officer position is not duly filled, then the current President shall give at least five (5) days notice of a meeting of the fifteen (15) individuals who will be serving as trustee for the upcoming year. At such meeting , pursuant to any reasonable procedure selected by the current President, the individuals physically attending the meeting shall elect from among the fifteen (15) individuals who will be serving as trustee for the upcoming year any unfilled officer positions.
ARTICLE V - MEETINGS
Section #1 The organization shall hold regular business meetings on the third Thursday of each month at 7:30 p.m. at a place designated by the Trustees, or at such other date and time as is selected by the Trustees.
Section #2 A special meeting of the club may be called by the president, or whenever at least a majority of the Board of Trustees shall make a written request to the president for the same, specifying the date and object of the meeting.
Section #3 All meetings of the Board of Trustees are open to the general membership. The Board shall make good faith efforts to provide notice of the time and location of each meeting at least seven (7) days prior to the meeting by a posting on the club’s web site or such other method as is selected by the Board.
ARTICLE VI - FINANCES
Section #1 The Board of Trustees is authorized to accept and receive, in the name of the club, all money given for the purpose of the organization.
Section #2 The Board of Trustees is authorized to set fees for the use of the services of this organization.
Section #3 The Board of Trustees have the right to set and collect dues for membership in this organization.
Section #4 The Board of Trustees (or a Committee designated for such task) is further authorized to waive all or a portion of the fees and\or dues referred to in Sections #2 and #3 of this Article VI if, based on the financial circumstances of a member, the Board of Trustees (or such committee) determines in good faith it is appropriate to do so.
Section #5 All payments of debts of the organization will be by the organization's check. All checks of the organization must be signed by the treasurer or president.
Section #6 The corporation shall maintain a checking account at such financial institution as the Board of Trustees deems necessary and appropriate.
Section #7 The corporation shall maintain such other accounts at such financial institutions as the Board of Trustees deems necessary and appropriate.
Section #8 The president and one other officer shall sign all written contracts and written obligations of the Board of Trustees in excess of $5,000. Written contracts and\or written obligations less than $5,000 may be signed by any trustee (after due consultation with the President) so long as it is ratified or approved (either before or after signature) by a majority of the Board.
ARTICLE VII – PLAYERS FROM OUTSIDEAREAS
Section #1 A committee shall be established to set forth the circumstances and number of players from outside the geographic boundaries listed in Section #2 of Article IV of the Constitution who may register as players for any club program.
ARTICLE VIII - RULES OF ORDER
Section #1 Roberts "Rules of Order" shall govern the proceedings of all meetings of the organization and constituent parts, except as provided by these By-laws.
Section #2 A majority of the currently serving members of the Board of Trustees shall constitute a quorum at any meeting of the organization. No action may be taken at any meeting unless a quorum is physically present.
Section #3 Except as otherwise expressly provided herein, an affirmative vote by at least a majority of the members of the Board of Trustees physically present and voting at any regular or special meeting of this organization shall decide all matters, provided a quorum is met.
ARTICLE IX - COMMITTEES
Section #1 The Board of Trustees shall determine the committees deemed proper and necessary to fulfill the objectives and purposes of the organization.
Section #2 All committee chairmen shall be appointed by the president, subject to the approval of at least a majority of the Board of Trustees.
Section #3 The president and the vice-presidents shall be ex-officio members of all committees.
ARTICLE X - DELEGATIONS
Section #1 Delegations of special committees shall be appointed by the president, subject to the approval of at least a majority of the Board of Trustees, to represent the organization at any convention, league meeting or assembly, as may be necessary. Such delegations of committees shall exercise only those powers specifically vested in them by the Board of Trustees.
ARTICLE XI - AUTHORITY TO BIND
Section #1 Except as otherwise expressly provided herein, no member of this organization shall contract for, or incur any debt or enter into any agreement or otherwise obligate this organization, except by authorization of the Board of Trustees.
ARTICLE XII - POLICY
Section #1 Whenever possible, written policy shall be established which will state the rules pertaining to the adoption of programs, duties of officers, trustees and appointed committees, and other matters of concern to the organization.
ARTICLE XIII - AMENDMENTS
Section #1 The By-laws and policies may be amended by a vote of at least two-thirds of the trustees physically present at any general or special meeting, provided written notice (including, without limitation, by email) of the proposed action has been given each trustee at his\her last known address at least ten (10) days prior thereof and such amendment is consistent with the Constitution. Any such amendment shall be effective immediately unless the amendment expressly provides otherwise.