By-Laws



Bylaws

of

BURKE ATHLETIC CLUB, INC.

Table of Contents

Article I. Identification 3

Section 1.01 Name of the Corporation: 3

Section 1.02 Registered Office and Agent 3

Section 1.03 Operation Periods 3

Section 1.04 Colors, Use of Name and Logo 3

Article II. Purpose 3

Article III. Affiliation 3

Article IV. General Membership 4

Section 4.01 Membership 4

Section 4.02 Membership Classification 4

Section 4.03 Application for Membership 4

Section 4.04 Approval of Applications 4

Section 4.05 Term of Membership. 5

Section 4.06 Member in Good Standing 5

Section 4.07 Compliance with Bylaws and Policies And Procedures 5

Section 4.08 Termination of Membership 5

Article V. Parliamentary Authority 5

Section 5.01 Order of Precedence 5

Section 5.02 Rules of Order 6

Article VI. Meetings 6

Section 6.01 Place of Meetings 6

Section 6.02 Annual Meetings 6

Section 6.03 Special Meetings 6

Section 6.04 Notice of Meetings 6

Section 6.05 When Notice of Mailing is Deemed Delivered 6

Section 6.06 Quorum 7

Section 6.07 Adjourned Meetings 7

Section 6.08 Voting 7

Section 6.09 Voting List 7

Section 6.10 Proxies 7

Section 6.11 Order of Business 7

Article VII. Board of Directors 8

Section 7.01 Designation 8

Section 7.02 Election and Terms of Officer 8

Section 7.03 Nominations 8

Section 7.04 Ballots 8

Section 7.05 Regular Meetings 9

Section 7.06 Removal 9

Section 7.07 Vacancies 9

Section 7.08 Board of Directors Chairperson 9

Section 7.09 Meeting of a Newly Elected Board of Directors 9

Section 7.10 Special Meetings 9

Section 7.11 Waiver of Notice 10

Section 7.12 Quorum 10

Section 7.13 Order of Business 10

Article VIII. Officers 10

Section 8.01 Designation 10

Section 8.02 Election of Officers 11

Section 8.03 Vacancy 11

Section 8.04 President 11

Section 8.05 Vice-President 11

Section 8.06 Corporate Secretary 11

Section 8.07 Treasurer 12

Section 8.08 Duties of Office 12

Article IX. Committees 12

Section 9.01 Establishment 12

Section 9.02 Authority 12

Section 9.03 Dissolution of Committees 13

Section 9.04 Operations Committee 13

Section 9.05 Standing Committees 13

Section 9.06 Finance Committee 14

Section 9.07 Player and Coaching Development Committee 14

Section 9.08 Coaching Committee 14

Section 9.09 Travel Team Committee 14

Section 9.10 Conduct Committee 14

Section 9.11 Risk Management Committee 14

Section 9.12 Term of Office. 14

Article X. Fiduciary Responsibilities 15

Section 10.01 General Finance Policies 15

Section 10.02 Fidelity Bonds 15

Section 10.03 Audit 15

Section 10.04 Compensation 15

Article XI. Amendment, Repeal, or Suspension 16

Article XII. Adjudication, Enforcement, and Discipline 16

Section 12.01 Jurisdiction 16

Identification

1 Name of the Corporation:

The name of this corporation is Burke Athletic Club, Inc. The intent of Burke Athletic Club, Inc. (hereinafter referred to as “BAC”, or “Corporation”) is the development of a friendly spirit of cooperation, sportsmanship, and skill development in sports.

2 Registered Office and Agent

The address of BAC is P.O. Box 11311, Burke, VA 22009-1311. The initial registered agent of the Corporation was Michael L. Zupan, who registered the Articles of Incorporation of Burke Athletic Club, Inc., as a resident of Virginia and a member of the Virginia State Bar. The name and address of the current BAC registered agent is contained on a list which is maintained by the Corporate Secretary (hereinafter referred to as Secretary)

3 Operation Periods

The operation periods for the Corporation shall be as follows:

1 Fiscal Year: The fiscal year of the BAC is from January 1 through December 31.

2 Seasonal Year: The membership year is from September 1 through August 31 of the following year.

4 Colors, Use of Name and Logo

The Board may adopt representative colors for BAC. The insignia of the BAC may be reproduced, displayed, or otherwise used only as provided by the Board of Directors. No one may use the name or initials of the Corporation or any of its logos except as provided under these bylaws or except with the express written consent of BAC.

Purpose

BAC is organized for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, including primarily the establishment and supervision of a program of sports education, training, and competition in the Commonwealth of Virginia for the benefit of the community. The Corporation shall not influence legislation, intervene, or participate directly or indirectly in any political campaign. To the fullest extent possible, BAC's programs and facilities are available to any person in the area who desires to participate, is physically able, and has reached the qualifying age level for participation.

Affiliation

This Corporation may be affiliated with, and comply with, the authority of Virginia Youth Soccer Association (VYSA) and through such affiliation, may be affiliated with the United States Youth Soccer Association (USYSA) and the United States Soccer Federation, Inc. (USSF). BAC may also be subject to the authority of the Federation Internationale de Football Association (FIFA).

Upon approval by a majority of the Board members voting, the Corporation may affiliate or disaffiliate with common interest organizations provided that:

The objectives of such organization are consistent with those of the Corporation, and the activities of such organization are not in conflict with Article II of these Bylaws.

General Membership

1 Membership

Membership in BAC shall be open to players, parents of minor players, coaches, trainers, managers, and administrators, in good standing with the state and/or BAC. BAC will not discriminate against any individual on the basis of race, color, religion, age, sex, or national origin.

2 Membership Classification

Members in BAC (hereinafter called "membership") shall consist of the following:

1 The immediate family of any participant who has registered with BAC and who has paid all current fees and membership dues (hereinafter called "membership family"); (Note: It is the membership family that is the member of BAC, and not the player or players individually nor each member of the player's family individually).

2 Current head coaches of record of BAC who are not in a membership family;

3 Current officers of BAC who are not in a membership family;

4 Honorary members who are so designated by the Board for outstanding contributions or service to BAC.

3 Application for Membership

Membership under Section 4.02(c) shall be automatically vested in this official, as defined above, of this Corporation, for a period of time coincidental with their term as an official as defined elsewhere in these Bylaws.

Membership under Section 4.02(b) and Section 4.02(d) of these Bylaws shall not vest automatically, as shall membership under Section 4.02(a) and Section 4.02(c). Membership under Section 4.02(b) and Section 4.02(d) shall become vested only after application made to the Board of Directors of this Corporation through the Secretary, acceptance of this application by majority vote of the Board of Directors of this Corporation, and certification issued by the Secretary evidencing favorable action.

With respect to membership under Section 4.02(b) and Section 4.02(d), the Board of Directors may from time to time establish qualifying criteria for such membership as they may deem in the best interest of BAC sponsored programs. Once an application for membership in this Corporation under Section 4.02(b) and/or Section 4.02(d) has been acted upon favorably by the Board of Directors, the applicant's term as a member shall be for a period of the current Seasonal Year.

4 Approval of Applications

The Board of Directors shall be required to act upon applications for membership under Section 4.02(b) and Section 4.02(d) within forty-five (45) days of the receipt of such application by the BAC Secretary. Failure by the Board of Directors to act upon such application shall be deemed conclusively to be an approval of such application on the forty-sixth day after its receipt and the applicant's term of membership shall be for a period of the current Seasonal Year in which such conclusive approval.

5 Term of Membership.

The term of membership of all Members shall be for the period commencing on September 1 of each year end ending on August 31of the following year, to correspond with the seasonal year of BAC (the Seasonal Year). Any officer, player, coach, team representative, or official team manager registered, appointed or elected after the beginning of any Seasonal Year shall be deemed a Member, for the unexpired balance of the applicable Seasonal Year.

6 Member in Good Standing

A member in good standing is a member who is paid up to date all their BAC financial obligations, and is not under any current disciplinary action as imposed by BAC, any league, VYSA, USYSA and USSF or any other organization to which BAC is affiliated.

7 Compliance with Bylaws and Policies And Procedures

Each member shall comply with these Bylaws and with the administrative policies and procedures adopted pursuant thereto, and with, covenants, conditions and restrictions as adopted and approved by the Board of Directors. In the event a member (including a player's parents or guardians) shall fail to so comply, such member shall be subject to discipline, including suspension or termination of their membership.

8 Termination of Membership

The membership of any member or voting member is a privilege and not a vested right of contract or otherwise and may be terminated with or without cause by a simple majority vote by the Board of Directors provided, however, the membership, a coach or the House Commissioner may not be terminated without the affirmative vote of two thirds (2/3) of the Board of Directors.

Parliamentary Authority

1 Order of Precedence

Should any provisions of any documents produced and approved by the members be in conflict with any other document produced and approved by the members, the legal references in order of precedence shall be as follows:

1 Articles of Incorporation of Burke Athletic Club, Inc. (BAC)

2 Bylaws of BAC

3 Resolutions, Declaration of Covenants, Conditions and Restrictions for BAC.

4 Manual and documents of BAC Committees approved by the Board to include policies, procedure, rules, and regulations

5 Other manual and documents of BAC to include policies, procedure, rules and regulations

2 Rules of Order

Robert's Rules of Order Newly Revised (RONR) shall govern this organization in all cases in which they are applicable and in which they are not inconsistent with these Bylaws. The Board shall adopt such Standard Rules of Order as needed in order to facilitate the administration of BAC.

Meetings

1 Place of Meetings

Meetings of the BAC membership shall be held at such suitable place convenient to the BAC membership as may be designated by the Board of Directors.

2 Annual Meetings

The first BAC annual meeting shall be held no later than August 15, 2001. Subsequent annual meetings shall be held no later than April 15.

At this meeting, directors shall be elected by the BAC members, as called for in these Bylaws. The members may also transact such BAC business of the Corporation as may properly come before them including Bylaw revisions that have been included in the annual meeting announcement and in accordance with Article XI in these Bylaws.

All officers and directors are eligible for re-election.

3 Special Meetings

It shall be the duty of the President to call a special meeting of the BAC members as directed by resolution of the Board of Directors or upon a petition signed by one hundred (100) members of the Corporation and presented to the Secretary. The notice of any special meeting shall state the day, date, time and place of such meeting and the purposes. No business shall be transacted at a special meeting except as stated in the notice.

4 Notice of Meetings

Written or printed notice stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given not less than seven (7) days nor more than sixty (60) days before the date of the meeting by or at the direction of the Secretary to each Member who appears on the rolls of BAC and is entitled to vote as of the date of the notice. A notice shall be deemed duly given to a member when it is either published in a newspaper in Burke, Virginia or Fairfax, or having a general circulation therein; delivered in person; dispatched by major courier service guaranteed for delivery in three days or less; electronically mailed; or mailed by first class (domestic) or airmail (international) post, postage-prepaid, to the address of such member as it appears on the records of the Corporation.

5 When Notice of Mailing is Deemed Delivered

If mailed, the notice shall be deemed delivered when deposited in the United States mail, addressed to the Member at their address as it appears on BAC records, with postage prepaid. Appearance at a meeting by a Member shall constitute waiver of any objection relating to the issuance, receipt, or content of the meeting notice.

6 Quorum

The presence in person of at least fifteen (15) of the members of record of the Corporation membership shall be requisite for, and shall constitute a quorum for, the transaction of business at all meetings of members.

No action of any member at a meeting after the membership count has been taken shall destroy a constituted quorum constituted hereunder.

7 Adjourned Meetings

If any meeting of members cannot be organized because a quorum has not attended, the members who are present in person may adjourn the meeting to a time not less than forty-eight (48) hours from the time the original meeting was called.

8 Voting

During any meeting of this Corporation, any member in good standing as stated in Section 4.06 may make and/or second motions and be elected to office., At every BAC meeting of members, each member in good standing and present in person shall have the right to cast only one vote on each question (i.e. an elected officer may not cast the vote for their office and that of a membership family).

The vote of the majority of those present in person and voting at a meeting shall decide any question brought before such meeting, unless the question is one upon which, by express provision of statute, Articles of Incorporation, these Bylaws, or RONR, a different vote is required, in which case such express provisions shall govern and control.

9 Voting List

It shall be the duty of the BAC Registrar to maintain a record of BAC members entitled to vote at a meeting.

10 Proxies

No proxies shall be permitted at any BAC meeting.

11 Order of Business

The order of business at all BAC Annual meetings of the members shall be as follows:

1 Count of the members for purposes of establishing a quorum

2 Proof of notice of meeting

3 Reading of minutes of preceding meeting

4 Election of Directors

5 Reports of Officers

6 Reports of Committees

7 Old Business

8 New Business

9 Adjournment

Board of Directors

1 Designation

The affairs of this Corporation shall be governed by the BAC Board of Directors, which shall be composed of a minimum of four (4) members to a maximum of twelve (12) members. No decrease of the Board of Directors shall have the effect of shortening the term of any incumbent director. A member and/or membership family may hold only one Board position and be entitled to one vote at Board of Directors meetings. The following BAC Officers of the Corporation shall serve as ex officio members, entitled to vote, of the BAC Board of Directors:

1 President

2 Vice President

3 Corporate Secretary

4 Treasurer

All other members of the Board of Directors shall serve at large. This shall not be construed as preventing any other BAC officer from also serving on the Board of the Directors. It does, however, require that any member interested in serving both as a BAC officer not designated above (as serving ex officio on the Board) and as a member of the Board must be elected independently to both positions.

2 Election and Terms of Officer

At each BAC annual meeting of the Corporation, or at any special meeting called for that purpose, the BAC members of the Corporation shall elect directors as designated in Section 7.01 and Section 8.01 to hold office for the term for which they are elected and until a successor shall be elected and qualified.

3 Nominations

The BAC President shall empanel a Nominating Committee consisting of three (3) BAC members. It shall be the function of the Nominating Committee to develop and keep a list of potential candidates for membership on the Board of Directors and for officers of BAC and to officially nominate persons to fill each of the director positions set forth in Section 7.01 of these Bylaws.

The Nominating Committee shall recommend to the Board guidelines and qualification in order to establish a list of potential candidates for membership on the Board of Directors.

No Member shall be eligible to serve as director unless such Member shall have been a Member in good standing for a minimum of one (1) Seasonal Year.

4 Ballots

The election of directors as provided for herein shall be by secret ballot of the members present (at the annual meeting or at the special meeting called for the purpose of election of officers and directors) for contested positions and by secret ballot or open vote (based upon a two-thirds (2/3) majority preferences of those present and voting) for uncontested positions. Election to any position shall be by majority vote of the members present and voting for filling such position.

5 Regular Meetings

Regular meetings of the BAC Board of Directors may be held at such time and place as shall be determined by a majority of the directors, but at least one (1) such meeting shall be held during each fiscal year. Notice of regular meetings of the BAC Board of Directors shall be given to each director, by the Secretary or their designate, personally, or by mail, telephone, telegraph, or electronic mail (E-mail) at least seventy-two (72) hours prior to the time named for such a meeting. Board of Directors meetings shall be open to the BAC membership. During any Regular meetings of the BAC Board of Directors, any member in good standing as stated in Section 4.06 may make and/or second motions, but only Board members may vote on such action.

6 Removal

At any BAC regular or special meeting of the members of the Corporation duly called within the provision of Section 6.03, any one or more of the directors may be removed with or without cause by a vote of two-thirds (2/3) of the members present and voting. Any director whose removal has been proposed shall be given an opportunity to be heard at this meeting.

7 Vacancies

Any vacancy occurring in the BAC Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. Any director elected to fill a vacancy shall be considered elected and qualified for the unexpired term of their predecessor in office.

8 Board of Directors Chairperson

The BAC Board of Directors shall elect a Chairperson from its membership. The Chairperson will focus on strategic opportunities and longer-term financial and developmental issues facing BAC. The Chairperson, or their designee, will also preside at Board of Director meetings and, if a different person holds the Office of President, coordinate closely with the BAC President.

9 Meeting of a Newly Elected Board of Directors

The first meeting of a newly elected Board of Directors shall be held within five (5) business days of the election at such place as shall be fixed by the directors at the meeting at which such directors were elected and no notice shall be necessary to the newly elected directors in order to legally constitute such meeting.

10 Special Meetings

Special meetings of the BAC Board of Directors may be called by the Chairperson on seventy-two (72) hours notice to each director, given personally, or by mail, telephone, E-mail, or telegraph, which notice shall state the day, date, time and place of such meeting and the purposes of its being called. Special meetings of the BAC Board of Directors shall be called by the Chairperson or Secretary in like manner and on like notice on the written request of at least three (3) directors.

11 Waiver of Notice

Before or at any meeting of the BAC Board of Directors, any director may, in writing such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a director at any meeting of the Board shall be a waiver of notice by him of the time and place thereof. If all the directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.

12 Quorum

At all meetings of the BAC Board of Directors, a minimum of four (4) of the directors fixed by Section 7.01 of these Bylaws, present at the time the meeting is called to order and the roll call made, shall constitute a quorum for the transaction of business and after such a quorum is established no act of any director may destroy such a quorum. The acts of the majority of the directors present at a meeting at which a quorum has been established in accordance with this Section shall be the acts of the BAC Board of Directors.

13 Order of Business

The order of business at all regular meetings of the BAC Board of Directors shall be as follows:

1 Calling of the roll to establishing a quorum

2 Proof of notice of meeting

3 Reports of Officers and/or Directors

4 Reports of Committees

5 Old Business

6 New Business

7 Adjournment

Officers

1 Designation

The seasonal operations of BAC shall be managed on a day to day basis by the BAC Officers in accordance with their job descriptions and BAC policies and procedures. The BAC Officers shall consist of the following positions:

1 President

2 Vice President

3 Corporate Secretary

4 Treasurer

The current list of BAC officer positions is maintained by the Secretary. The specific names of the BAC officers filling those positions is maintained by the Secretary.

2 Election of Officers

At the first meeting of a newly elected Board of Directors, or at any special meeting called for that purpose, the Board of Directors shall elect officers to the positions set forth in Section 7.01 and Section 8.01, to hold such offices until the next succeeding annual meeting. Each BAC Officer so elected shall hold office for the term for which he is elected and until a successor shall be elected and qualified.

3 Vacancy

Any vacancy occurring in the Board of Directors, President, Vice President, Treasurer, or Corporate Secretary due to death, resignation, or otherwise, may be filled by the affirmative vote of the majority of the Board of Directors or of those remaining directors, even though less than a quorum, of the Board of Directors, whichever is less. Any vacancy occurring in the other Officers may be appointed by the President, except in the case of multiple candidates or volunteers for such a vacant position. In such a case, the BAC Operations Committee or their designee shall decide by majority vote.

Any person elected or appointed to fill a vacancy as provided for herein shall fulfill the unexpired term of their predecessor in office, when applicable, or, when not, until the next annual meeting of the Corporation.

4 President

The President shall be the chief executive officer of BAC. The President or their designee shall preside at all meetings of the BAC members and the Operations Committee. The President shall have all the general powers and duties, which are normally vested in the office of president of a corporation.

From time to time, the President shall recommend to the Board of Directors for their approval, proposed BAC organization, and/or other matters (such as structure, officer positions, policies, procedures, and programs) that they deem appropriate for the operation of BAC.

The President shall present the annual budget recommended by the Operations Committee to the Board of Directors for their approval.

The President shall execute the decisions of the Board of Directors. The President has the power and the duty to enforce the decisions of the BAC Officers and Board of Directors.

5 Vice-President

The Vice-President shall take the place of the President and perform their duties whenever they shall be absent or unable to act. If neither the President nor the Vice-President is able to act, the Board of Directors shall appoint some other officer to do so on an interim basis. The Vice President shall also perform such other duties as the Bylaws may provide or the Board of Directors may from time to time prescribe.

6 Corporate Secretary

The Corporate Secretary (hereinafter referred to as Secretary) shall attend all BAC meetings of the members and of the BAC Board of Directors, and keep a true and complete record of the proceedings of these meetings. The Secretary shall be the custodian of the records and the seal of the Corporation, and see that the seal is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized. The Secretary shall attend to the giving of all notices and shall have other duties as prescribed in the Bylaws.

The Secretary of the Corporation shall maintain a copy of all approved organization, budgets, etc., and promulgate such information as appropriate or requested.

The Secretary may appoint a recording secretary, with the approval of the Board, to assist in maintaining a true and complete record of the proceedings of meetings as well as other duties as determined by the Secretary.

7 Treasurer

The Treasurer shall keep correct and complete records of account, showing accurately at all times the financial condition of the Corporation. The Treasurer shall be the custodian of all monies, notes, securities, and other valuables that may come into the possession of the Corporation. The Treasurer shall immediately deposit all funds of the Corporation to be designated by the BAC President and shall keep such account in the name of the Corporation. The Treasurer shall also perform such other duties as the Bylaws may provide or the Board of Directors may from time to time prescribe.

8 Duties of Office

BAC Officers shall be responsible for administering their respective sponsored divisions or programs in accordance with any policies or procedures established by the Corporation.

The Board may suspend or terminate any member of BAC, Officer, Director, coach, assistant coach, player or other member who stands in violation of Board of Director policies and/or directives by a vote of two-thirds (2/3) of all Directors., except in the circumstance where the removal of a Director is at issue. A terminated person may petition for review by the Board of Directors whose decision will be final and binding.

Committees

1 Establishment

The Board may establish, at its sole discretion, such committees, as it shall deem necessary and appropriate to assist the Board in discharging it duties. The Board may also appoint a director or chairperson of each such committee and enable such committee director or chairperson with such power and authority as the Board may deem reasonable and necessary. The director or chairperson of each such committee serves at the pleasure of the Board and may be dismissed at the sole discretion of the Board.

2 Authority

These Committees shall have the authority designated in the duly executed resolution. Any such Committee shall be consistent with the avowed purposes of BAC and shall in no way be inconsistent with the Articles of Incorporation and/or these Bylaws. The Secretary of the Corporation shall maintain a list of all such designated Committees.

3 Dissolution of Committees

The BAC Board of Directors may designate or dissolve by resolution any Committee it has established with the exception of the Operations Committee and those standing committees as designated in Section 9.05. Dissolution of the Operations Committee and/or the standing committees designated in Section 9.05 will require a modification of these Bylaws as prescribed in Article XI.

4 Operations Committee

The principal coordinating committee within the Corporation shall be known as the Operations Committee. The Operations Committee shall consist of the officers of the Corporation as defined in Section 7.01 and the director(s) or chairperson(s) of the standing committees as designated in Section 9.05.

The Operations Committee shall assist the President in the daily operation of the organization and shall advise the President on the general operation of the Corporation subject to policy, direction and instructions of the Board.

The Operations Committee shall meet, at least, monthly or as designated by the BAC President. The President or their designee from within the Operations Committee shall preside at all meetings of the Operations Committee.

At all meetings of the Operations Committee, a minimum of three (3) members to include at least one (1) officers as defined in Section 7.01, shall be present at the time the meeting is called to order and the roll call made, shall constitute a quorum for the transaction of business. After such a quorum is established, no act of any member may destroy such a quorum. The acts of the majority of the members present at a meeting at which a quorum has been established in accordance with this Section shall be the acts of the Operations Committee.

The Board of Directors shall have the power to override resolutions, or decisions of the Operations Committee when it is in the best interests of the Corporation, provided that two thirds (2/3) of all Directors vote to so override the vote or decision of the Operations Committee. A vote to override resolutions or decisions of the Operations Committee must be made within 10 business days of written notice of resolutions, or decisions to the Board and such vote may be made at any Regular or Special Meeting of the Board of Directors called for that purpose as stated in Section 7.05 and Section 7.10 respectively.

5 Standing Committees

The following standing committees shall be established to assist in the daily operation of the Corporation and serve as members of the Operations Committee as per Section 9.04

1 Finance Committee

2 Player and Coaching Development Committee

3 Coaching Committee

4 Travel Team Committee

5 Conduct Committee

6 Risk Management Committee

6 Finance Committee

The chair of the Finance Committee shall be the Treasurer, who shall appoint any practicable number of committee members, in addition to the chair. The committee, within policies set by the Board, shall be responsible for corporate financial planning and the monitoring of the monetary affairs of the Corporation.

7 Player and Coaching Development Committee

The Club Technical Director, who is appointed by the Board, shall chair the Player and Coaching Development Committee and shall be responsible for the planning, development and implementation of programs designed to develop and enhance the skill level of players and coaches.

8 Coaching Committee

The Coaching Committee shall be composed of each team’s head coach, or their designee, and shall be chaired by a member appointed by the Board. The Coaching Committee shall have no direct powers to enforce policy but shall serve in an advisory capacity to the board in matters affecting the coaches and its players.

9 Travel Team Committee

The Travel Commissioner, who is appointed by the Board, shall chair the Travel Team Committee. The Travel Team Committee shall have no direct powers to enforce policy but shall serve in an advisory capacity to the Board in areas related to travel team matters.

10 Conduct Committee

The Conduct Committee shall be composed of members of the Corporation and shall be and shall be chaired by a member appointed by the Board. The Conduct Committee is responsible for the adjudication, enforcement and discipline of coaches, players, and spectators, as set forth in the Code of Conduct Policy. The Conduct Committee is also responsible for recommending policy and procedure changes to the Board.

11 Risk Management Committee

The Risk Management Committee shall be established to administer the KidSafe program as well as implement the provision of a comprehensive risk management program and shall be chaired by a person appointed by the Board and shall be designated as the Risk Manager. This Committee shall be tasked with the responsibility of identifying risk associated with participation in athletics, as well as those activities and endeavors pursued by the Board in pursuit of the goals of BAC. This Committee shall have no direct powers to enforce policy but shall serve in an advisory capacity to the Board in areas of loss control, safety, insurance and contract provisions regarding indemnification agreements as well as other areas where the Board feels the advise of this Committee would best meet the needs of the membership of BAC.

12 Term of Office.

Each member of the committee shall continue as such until the next annual meeting of the members of the Corporation and until their successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

Fiduciary Responsibilities

1 General Finance Policies

Unless specifically authorized by the approval of the Board, no officer or member of BAC shall have the power or authority to bind BAC to any contract or engagement or to pledge its credit, or to render it liable financially for any purpose or for any amount.

The Board of Directors shall determine the official depository or depositories. The Board of Directors shall establish disbursements requirements and shall designate signing officers of the Corporation.

In order to carry out the business of the Corporation, the Directors may, on behalf of and in the name of the Corporation, raise or secure the payment or repayment of money in such manner as they decide and in particular but without limiting the generality of the foregoing, by the issue of a debenture.

No debenture shall be issued without the sanction of a Special Resolution.

The members of BAC may by Special Resolution restrict the borrowing powers of the Directors by a restriction so imposed to which such restriction will expire at the next Annual General Meeting.

The financial year for the Corporation will end on the 31st of December, in each year as per Section 1.03(a). A financial statement shall be prepared by the Treasurer and presented to the Board. The President shall present this report at the Annual General Meeting as stated in Section 8.04.

2 Fidelity Bonds

The BAC Board of Directors shall require that all BAC Officers and Directors of the Corporation handling or responsible for corporate funds shall furnish adequate fidelity bonds and the premiums shall be paid by BAC.

3 Audit

At the closing of each fiscal year the financial records of the Corporation shall be audited by a certified public accountant whose report will be prepared in accordance with the requirements of Generally Accepted Auditing Standards (GAAS). The financial statements shall be prepared in accordance with Generally Accepted Accounting Principles (GAAP). Based on such reports, BAC will make available for inspection to the members a statement of the income and disbursements of the Corporation for each fiscal year.

4 Compensation

No part of the net earnings of the BAC shall inure to the benefit of, or be distributed to its members, officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered to make payments and distributions in furtherance of the principles of athletics. Members, officers, or other private persons may be reimbursed for actual expenses incurred in the performance of their duties based upon the presentation of sufficient documentation for the expenses.

No substantial part of the activities of the BAC shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the BAC shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.

Notwithstanding any other provisions of this certificate, the BAC shall not carry 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, or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code.

Amendment, Repeal, or Suspension

These Bylaws may be amended, repealed, or suspended, in whole or in part, by a two-thirds (2/3) vote of the votes eligible to be cast by the members in good standing at any BAC annual meeting or at any special meeting called for that purpose provided that a quorum as prescribed by 0 is present at any such meeting.

Amendments may be proposed by the Board of Directors or by petition signed by at least one hundred (100) BAC members.

Proposals for amendment must be made in writing and submitted to the Secretary as to allow any proposed amendment to be distribution to the members in the form of a statement of any proposed amendment which shall accompany the notice, of any BAC annual or special meeting as stated in Section 6.04, at which such proposed amendment shall be voted upon.

Adjudication, Enforcement, and Discipline

1 Jurisdiction

The Board of Directors shall have original jurisdiction over matters relating to the accomplishment of its purposes as set forth in these Bylaws, and the enforcement of its Articles of Incorporation, Bylaws, and policies and procedures Hearings

BAC will provide equitable and prompt hearings and appeal procedures to guarantee the rights of individuals to participate and compete. These procedures shall include that all grievances involving the right to participate and compete in activities sponsored by the BAC, its leagues, VYSA, USYSA and USSF as well as any other affiliate organization as stated in Article III. Authority

The Board of Directors shall have the sole right and authority to suspend, expel, or otherwise discipline for violating the Articles of Incorporation, Bylaws, policies and procedures or for other misconduct, the following:

1 any member, player, coach, assistant coach, manager, or other principal of any component or affiliate of a member;

2 any official of a member or a member's affiliates;

3 any official of the Club; and

4 any spectator at a function sponsored or conducted by the Club or a member of the Club.

Disciplinary action taken by the Board of Directors shall be by majority vote in writing. A decision of the Board of Directors under this section is a final decision of the BAC. The decision may be appealed only to the affiliated organizations as stated in Article III as the case may be and as provided in their rules.

The Board of Directors may delegate to the Conduct Committee any of its powers under this section.

In any proceeding before the Conduct Committee and the Board of Directors, any party in interest shall be afforded any opportunity to appear personally and to submit matter in support, rebuttal, mitigation, or extenuation in regard to the party.

No party may invoke the aid of any court without first exhausting all administrative remedies provided in these bylaws and in the rules of USYSA and USSF or any other affiliate organization as stated in Article III. Authority.

For violating this section, the offending party may be subject to sanctions and fines, and may be liable to the Corporation for all expenses the Corporation and its officers, employees, and agents incurred in defending any court action, including but not limited to the following:

• court costs;

• attorney fees;

• reasonable compensation for time spent by the Corporation, its officers, employees, and agents in the action, including responses to discovery and court appearances;

• travel expenses; and

• expenses for holding special meetings necessitated by the court action

• fines and penalties of any government agency, city, county or state enforcement agency

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