By-Laws of the East Providence Youth Soccer Association (EPYSA)
ARTICLE I. Organizational Name
Section 1. Name
The name of the organization shall be “The East Providence Youth Soccer Association” (EPYSA).
ARTICLE II. Purpose and Philosophy
Section 1. Purpose
- To bring together at frequent intervals those who are interested in promoting, maintaining and teaching the game of soccer.
- To provide an opportunity for children to participate in the organized, supervised team play of soccer, and to promote the philosophy of the EPYSA.
- The EPYSA will be affiliated with and guided by the United States Youth Soccer Association (USYSA) and the Soccer Rhode Island (SRI).
- To obtain and maintain a soccer specific sports complex within the City of East Providence so as to provide a stable home field for our organization and a quality soccer field complex for the residents of the City of East Providence.
Section 2. Philosophy
The East Providence Youth Soccer Association (EPYSA) is founded on the following principles that represent the ideals on which the league operates:
- That EPYSA will introduce the youth of East Providence to the fundamentals of soccer in a fun and educational setting.
- That the league is open, with an equal opportunity to all boys and girls, young and old, beginners and advanced; that learning and maturing, and striving and skill go hand in hand cooperatively.
- That we keep the idea of sports a pleasurable activity; that having a good time and learning is as important as the competitive aspects of winning and losing.
- That we specialize in good sportsmanship; that “respect” is the major characteristic – that the highest standards of personal conduct are expected of all players, coaches, officials, parents, and spectators at all times.
- That we foster and accentuate teamwork, and that we expand the idea of teamwork to instill a sense of community, including our teammates, coaches, officials, parents, opposing teams, sponsors, and Board members; and that we work together as a whole unit and mutually take pride in the accomplishments of the league.
ARTICLE III. Non-Profit Status and Dissolution
Section 1. Non-Profit Status
The EPYSA shall be a non-profit organization operated exclusively to promote the purposes and philosophy stated in Article II.
The EPYSA is not organized for profit and no part of the net earnings of the EPYSA shall inure to the benefit of or be distributable to any member, director, or officer of the EPYSA or any other person, except that the EPYSA shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the By-Laws.
Section 2. Dissolution
Upon dissolution of this club, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the internal revenue code or corresponding section of any future federal tax code, or shall be distributed to the Soccer Rhode Island (SRI) for the purpose of development of youth soccer or any other youth soccer association or organizations, in good standing with the United States Youth Soccer Association (USYSA), for the purpose of development of youth soccer. Any assets not so disposed of shall be disposed of the by the Superior court of the county in which the principle office of this club is then located exclusively for such purpose or to such organizations, as said Superior court shall determine, which are organized exclusively for such purposes. No director or coach or officer, or any other member of this Club shall be entitled to any distribution or division of the EPYSA property.
Refund all current registration fees if the program has not commenced or is not considered thirty-three percent (33%) completed, after which registration fees will be refunded on a prorated basis to the extent of available funds.
ARTICLE IV. District and EPYSA Location
Section 1. District
The EPYSA membership district shall consist of primarily of residents from the city of East Providence, and from time to time may include towns and cities other that the city of East Providence, as determined by the Board of Directors, and shall not be in conflict with the rules of the USYSA and SRI.
Section 2. Location
The EPYSA shall have its principal office and mailing address in East Providence, to be determined by the Board of Directors after each election, and shall be a public mailing address.
ARTICLE V. Membership, Privileges, Revocations and Fees
Section 1. Membership and Privileges
The membership of the EPYSA shall consist of the following: Playing members, Regular members, and Honorary Members.
- Any playing age child shall become a playing member upon timely application and payment of the registration fee for a recreational or competitive soccer program. The membership privileges shall extend for the seasonal year in which they are registered to play in. A seasonal year begins August 1 and ends July 31.
- Playing members who are not of federal voting age of eighteen (18) are not eligible to vote in electing officers of the EPYSA or at any special or annual general meeting.
- Only one parent or one guardian listed on the minor playing members registration form may cast (1) one vote for a playing member in electing officers of the EPYSA or at any special or annual general meeting. If a parent has two minor playing members registered one parent may cast two votes, if they have three minor playing members registered one parent may cast three votes and so on. In no case will two parents or guardians for one child be allowed to cast votes for the same minor playing member.
- Playing Members must have been a member in good standing with the EPYSA for a full seasonal year, from August 1 to July 31, in order to have voting rights and in order for a parent to be able to cast (1) one vote for them in electing officers of the EPYSA or at any special or annual general meeting.
- Any interested adult who has a meaningful contribution of time and effort to the EPYSA’s management or activities may be nominated for membership by an existing member or by petitioning the Board of Directors. Regular members include, and are limited to, coaches, assistant coaches, adult referees, coordinators, team parents, committee members, ex-board members from the previous three (3) years and other individuals as recommended by the Board of Directors.
- The Board of Directors shall elect the regular members by a majority vote of Board members present at the Board meeting.
- Regular membership shall be for duration of one (1) year from the annual meeting, or for the pro-rata period from the date of membership until the next annual meeting, and may be renewed or revoked at the discretion of the Board of Directors.
- Regular members are entitled to one (1) vote in electing officers, and in deciding all matters brought before the general membership at annual or special meetings.
The status of honorary members may be awarded to persons who have made unusual and outstanding contribution to the EPYSA. Persons may be elected to honorary membership by unanimous vote of the Board of Directors. Honorary members are entitled to the same rights and privileges as regular members for life.
Certification of Membership Voting Rolls
- Prior to any Special or Annual General Meeting the Secretary shall present a list of all current and qualified voting members to the board at least (10) ten days before the Special or Annual meeting. As a first order of business the Board of Directors will approve by majority vote the validity of the voting members list at the Special or Annual General Meeting.
- The board shall develop an operational guidance document to ensure accurate voting and to prevent voter fraud at Special and Annual General Meetings and this document shall be adopted by the board per Article VIII Section 1 of these bylaws.
Section 2. Revocations
Any playing member or regular member, after being given ten (10) days written certified notice, may have his/her membership revoked by three-quarters (3/4) vote of the Board of Directors present at a Board meeting, only because of refusal to accept and adhere to the By-Laws of the EPYSA, or its general rules and playing rules. Reasonable advance three (3) days’ notice, is to be given to Board members that consideration of revocation is to be one of the matters on the agenda for the Board meeting.
Section 3. Fees
Program registration fees shall be determined by the Board of Directors prior to registration for each subsequent season of play.
ARTICLE VI Officers, Duties, Vacancies and Resignations
Section 1. Officers
Subject to the limitations of the Constitution, Bylaws, and the laws of Rhode Island, all of this Club’s powers shall be exercised by or under the authority of the Board of Directors. All business and other affairs of this Club shall be controlled by the Club Officers known as the Board of Directors.
The EPYSA Board of Directors shall have the following Officers/Board members: President, Vice-President, Secretary, Treasurer and between three (3) and five (5) Board members-at-large, and not more than one position may be held concurrently.
The Executive Committee will be comprised of the following officers: President, Vice President, Secretary and the Treasurer.
All Officers/Board members shall be members of the EPYSA and shall be subject to the membership rules
Section 2. Subordinate Officers
The President, with the approval of the Board, may appoint such officers to designated, appointed positions as the business of the Club may require. Each subordinate officer shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board may determine.
Subordinate Officers shall not be voting members of the Board. They may be voting members of the Club and as such able to vote at the Annual General Meeting (AGM).
Section 3. Duties
It shall be the duty of the President:
- to preside at all meetings of the EPYSA and of the Board of Directors;
- to appoint all committees subject to confirmation by the Board of Directors;
- to be an ex-officio members of all committees except the nominating committee;
- to cause to be made at the annual meeting a report of the activities of the EPYSA;
- the President shall, along with the Vice-President participate in the review of practices and the application of the EPYSA By-Laws, general rules and playing rules within any and all player programs.
The Vice-President, in the absence, expulsion or untimely death of the President or when requested to do so by the President, shall assume the duties of the President.
It shall be the duty of the Secretary:
- to record and keep the minutes of all meetings of the Board of Directors and of the EPYSA;
- to keep the current list of names and addresses of all members of the EPYSA;
- to conduct all correspondence of the EPYSA;
- to maintain a file of all documents and papers of the EPYSA;
- to inform the members of the EPYSA of all regular and special meetings;
- to prepare an annual report, about the status of the EPYSA.
It shall be the duty of the Treasurer:
The Treasurer shall give a receipt of all moneys which shall be deposited in a recognized bank in the name of the Club. All accounts shall be paid by check. All checks shall bear two (2) signatures; any combination of the following: President, Vice President, Treasurer. The receipt book and vouchers shall be produced when required by the Board, properly balanced according to the bank book or statement, whichever is up to date. The Treasurer shall be responsible for the preparing of any and all papers pursuant to the tax exempt status of the Club. At no time shall any related parties (e.g. husband/wife, father/daughter, uncle/nephew, brother/sister, aunt/niece, etc.) be the two (2) signatures on a check, to which the check is paid.
- to collect all money due the EPYSA, and to deposit such funds in the name of and to the credit of the EPYSA in such bank or banks as in his/her judgment is proper or shall be directed by the Board of Directors;
- to pay, in the manner designated by resolution of the Board of Directors, all bills owed by the EPYSA;
- to maintain current financial records of all financial transactions and apply adequate financial controls;
- to submit a report of the financial standing of the EPYSA at each regular meeting, or at any time that such a report is asked for by the Board of Directors;
- prepare a budget proposal for the subsequent year to be presented to the Board of Directors for its approval thirty (30) days before the annual meeting;
- prepare a budget proposal for the available financial assistance grants as requested by the Board of Directors;
- submit all financial records to the Executive Committee for review by its designee to be completed by December 31 of each calendar year.
The duties of the Board members-at-large shall be prescribed by the President, and will
remain in effect for the current term of the President.
Section 4. Vacancies
Any vacancy occurring on the Board of Directors shall be appointed by the Board of Directors. A member appointed to fill a vacancy will serve for the unexpired term of his/her predecessor in office.
Section 5. Resignations and Removals
Any board member may resign at any time by giving written notice to the Board of Directors. The resignation shall take effect at the time specified in such notice, and unless otherwise specified in such notice, acceptance shall not be necessary to make it effective.
Any Board member who is absent from two (2) Board of Directors meetings without excusable cause, or for any reason, at a total of four (4) Board of Directors meetings, shall there by forfeit, without additional formality, his/her right to hold the respective office for the remainder of its term, at the discretion of the remaining Board of Directors, through majority vote.
Notwithstanding the above removal due to absences, the Board of Directors, through majority vote, shall have the full power to make recommendation to the regular and honorary membership for the removal of any Board member. Notice of such proposed actions shall be provided to the affected Board member by certified mailing prior to the next Board of Directors meeting. Upon the decision of the Board of directors, such notice to proceed shall be provided by the Board of Directors to the regular and honorary membership in accordance with the rules of Special Meetings. A majority vote of this membership quorum shall cause such removal to be immediately effective.
ARTICLE VII. Meetings, Elections and Quorum
Section 1. Meetings and Elections
Annual General Meeting
There shall be during the month of October of each year on a date set by the Board of Directors an annual meeting of the EPYSA for the purpose of:
- election of members of the board of Directors;
- presentation of the President’s annual report to the members;
- amendments to the By-Laws.
- The newly elected officers shall take office effective November 1st of that year. The former Board shall stay on as advisors in a non-voting capacity until December 31st of the year, if desired.
Board of Directors Meetings
The Board of Directors shall meet on a regular basis as voted by the Board of Directors to transact business of the EPYSA at a minimum of once a month.
The agenda of regular meetings shall be as follows:
- Call to Order
- Roll Call
- Reading of the Minutes from the previous meeting of the Board of Director or Annual General Meeting
- Acceptance of the minutes from the previous meeting of the Board of Directors or Annual General Meeting.
- Vice President
- Coordinators (spring, fall and select)
- Unfinished Business
- Proposals for new amendments / changes to the constitution, Bylaws and/or the Rules and Regulations of the Club
- New Business
Special meetings of the EPYSA shall be held on the call of the President, or within thirty (30) days after the written request of twenty (20) members of the EPYSA. Written notice of such meeting including the agenda shall be mailed to each Board member and requesting member’s residence at least ten (10) days prior to the date of such meeting.
Notice of the Annual General Meeting shall be provided through the mail, email, phone notice in the local city newspaper, or other means at least ten (10) days prior to the date of such meeting.
Section 2. Quorum
Twenty (20) members or twenty-five percent (25%) of the qualified voting membership of the EPYSA, whichever is lesser, shall constitute a quorum for the transaction of business at any Annual or Special meeting of the EPYSA, provided all members have been notified in accordance with the rules of notification stated in Article VII, section 1.
When tabulating a quorum only one parent or guardian qualified to vote for a minor playing member shall be counted towards the quorum. If a parent has more than one registered minor playing member they shall be counted as one person towards the quorum. If two parents or guardians are in attendance and they only have one registered minor playing member, then only one of them shall be counted towards the quorum. If two parents or guardians are in attendance and they have two or more registered minor playing members then each parent or guardian will be counted towards the quorum.
Five (5) members or a simple majority of board members will constitute a quorum for Board of Director meetings.
ARTICLE VIII. Governance and Communications
Section 1. Governance
The EPYSA shall be governed by these By-Laws, and shall be guided by its affiliation with the United States Youth Soccer Association (USYSA) and the Soccer Rhode Island (SRI).
The EPYSA shall abide by, and its By-Laws shall be superseded by, any municipal, state, or federal government laws, regulations or ordinances.
These By-Laws shall be made available to the membership, or to any individual member, SRI/USYSA governing body, or municipal, state, or federal government agent or agency, upon demand.
“Robert’s Rules of Order” shall be fundamental parliamentary law of the Association meetings. “Special Rules of Order” shall govern the Association whenever possible.
The President with the advice and consent of the Executive Committee may appoint a parliamentarian.
Board of Directors
The board of directors shall be the governing body of the EPYSA. It shall have full power to transact all business and meetings for the EPYSA that falls within the scope and purpose of the EPYSA.
The Board of Directors, through a majority vote, shall have the full power to assemble and dissolve all committees, to appoint and remove all committee members, and to govern the actions, governance, operation, and authorities of such committees and committee members.
Each year, the board of Directors shall, as soon as possible after its term commences, appoint one (1) member of the Board of Directors to serve on the following standing committees:
- Player Enrollment (Registrar)
- Membership, Publicity, Functions and Awards ( Director)
- Uniforms (Uniform Director)
- Coach/Player Selection and Development (Coaching Director)
- Youth Development Academy (Academy Director)
- Sponsorship / Fundraising (Ways and Means Director)
- Internal affairs / bci / risk management (Safety Coordinator)
- Playing rules and referees (Referee Director)
- Competitive soccer (Competitive Soccer Director)
- Fields, building and equipment (Fields and Equipment Director)
Each committee shall have a specific goal to help formulate plans to decide the associated purposes and procedures of the EPYSA. Committee proposals shall be deemed final and binding for the current year when accepted by majority vote of the Board of Directors.
Operational Governance Documents
The By-Laws shall reference the following operational governance documents as external amendments to the By-Laws:
- Player Selection Method;
- Coach Selection Method;
- General Playing Rules;
- Youth Development Academy Rules;
- Financial Controls;
- Competitive rules;
- Competitive fundraising and sponsorship;
- Ballots and voter rolls.
The aforementioned documents may be changed from time to time, as deemed necessary by the Board of Directors, or by the recommendation of an appropriate committee as agreed to by the Board of Directors. Such governance documents shall be excluded from the rules affecting amendments to the By-Laws as described in Article X, Section 1.
Such documents shall be reviewed annually and accordingly identified at the beginning of each term of the complete Board of Directors as follows:
- clearly labeled indicating the Operational Governance Document title stated above;
- endorsed with the acceptance date by the Board of Directors and the signature of the President;
- the date ranges for which the document is effective, not to exceed the term of the complete Board of Directors.
- Such documents shall be made available to the membership as is deemed appropriate by the Board of Directors, or to any individual member on demand.
ARTICLE IX. Financial and Insurance Disclaimers
Section 1. General Financial Disclaimer
This Club shall not assume, nor be liable for the debts and/or financial responsibilities, either implied or incurred, or any player, coach, manager, team assistant, official or referee. Any of the above, shall be reviewed by the Board of Directors.
Section 2. Insurance Coverages
The EPYSA shall, at all times, obtain and retain in effect the following insurance coverages, and shall cease all operations at such time that insurance coverages are no longer in effect;
- accidental injury insurances for the playing membership;
- liability insurances for the regular and honorary membership;
- Directors and Officers Insurance
The EPYSA shall present to any member, SRI/USYSA governing body, or municipal, state, or federal government agent or agency, proof of such insurance coverages, upon demand.
ARTICLE X. Amendments
Section 1. Amendments
These By-Laws may be altered, amended or repealed or new By-Laws may be adopted at the Annual General Meeting of the EPYSA by the affirmative vote of a majority of the membership entitled to vote, provided, however, that notice and description of such alteration, amendment, repeal or adoption of new By-Laws shall be contained in the notice of such meeting, made in accordance with the rules of notification stated in Article VII, Section 1.
Individuals, voting members, committees and Board of Directors, may request proposed amendments to the By-Laws by providing written notice of such request, accompanied by a full description of the change, including its wording, purpose and impact to the Board of Directors by September 1, current year. Such requests shall be signed by ten (10) eligible voting members. Notification of this intent to amend the By-Laws must be made is accordance with the rules of notification state in Article VII, Section 1.
ARTICLE XI. Ratification of Founding By-Laws
Section 1. Ratification
The founding By-Laws of this non-profit organization may be adopted and ratified by the Incorporating Board of Directors to allow for the operation and governance of this association.