BYLAWS OF THE NEW PRAGUE SOCCER CLUB
ARTICLE 1 - GENERAL PROVISIONS
Section 1 – General Provisions
The name of the organization is the New Prague Soccer Club (“NPSC”)
The purpose of the NPSC is to foster the physical, mental and emotional growth and development of our youth through the sport of soccer at all levels of age and competition.
1.103 SMSL and MYSA Affiliation
The NPSC and its interested individuals shall be affiliated with both the Southern Minnesota Soccer League (“SMSL”) and Minnesota Youth Soccer Association (“MYSA”). The SMSL and MYSA are state youth associations in the State of Minnesota for the United States Soccer Federation (“USSF”). As an SMSL and MYSA affiliate, the NPSC and its interested individuals, as defined in these bylaws, are subject to the SMSL and MYSA articles of incorporation, bylaws, policies and requirements. The SMSL and MYSA articles of incorporation, bylaws, policies and requirements take precedence over and supersede the governing documents and decisions of the NPSC to the extent applicable under Minnesota law. The NPSC and its interested individuals will abide by the SMSL or MYSA articles of incorporation, bylaws, policies and requirements.
The NPSC shall be organized as a not for profit corporation.
The NPSC shall have no members.
The NPSC shall be governed by a board of directors, and interested individuals shall have authority to elect the Board of Directors (“BOD”).
The principal area of operation of the NPSC is in and about the City of New Prague and the New Prague School District, located in the State of Minnesota.
The soccer year shall be from September 1 to August 31 of each year.
The NPSC shall have the powers expressly or implicitly conferred on it by law. In addition, the NPSC shall have the power to adopt and enforce rules and regulations to govern itself on a local basis and have the power to receive gifts, bequests and devices from any person, firm or corporation, and administer such gifts and devices on behalf of the NPSC.
ARTICLE 2 – INTERESTED INDIVIDUALS
Section 1 - Interested Individuals
Any parent or legal guardian who has a player registered with the NPSC in the current soccer year as recorded in the roster of the Secretary of the NPSC and any active coach, assistant coach, team manager, coordinator, or committee member of the NPSC, regardless of whether he or she has a player registered with the NPSC, shall be considered an interested individual.
The NPSC will not discriminate against any individual or group on the basis of race, color, religion, age, sex or national origin.
All interested individuals in playing soccer for the NPSC must register with the NPSC each soccer season, and must pay the fees required by the NPSC for such registration. The NPSC may establish registration deadlines for any interested individuals in any season.
The NPSC shall establish registration fees for all interested individuals.
To remain in good standing, an interested individual must be current in his or her financial obligations to the NPSC and must be in compliance with all other requirements of the Articles of Incorporation, the club bylaws, rules and policies.
The NPSC shall recognize suspensions and sanctions of all interested individuals, teams, clubs, associations and other organizations under the jurisdiction of the SMSL, MYSA and the USSF after receiving notice of such rulings.
ARTICLE 3 – BOARD OF DIRECTORS
Section 1 – Management by Board of Directors
a) The business and affairs of the NPSC shall be managed by or under the direction of the Board of Directors, subject to the rights of the interested individuals as provided in these bylaws or pursuant to Minn. Stat. 317A.
b) The Board of Directors shall be responsible for establishing and enforcing the rules, policies and procedures of the NPSC. The rules, policies and procedures as adopted by the Board of Directors are binding upon and shall be adhered to by the NPSC, its directors, officials, coordinators and all other individuals acting on behalf of the NPSC.
c) As part of its duties and responsibilities, the Board of Directors shall publish on an annual basis the rules, policies and procedures of the NPSC.
Except as otherwise provided in the Minn. Stat. 317A, the Board of Directors shall take action by the affirmative vote of a majority of directors present at a duly held meeting. All members of the Board of Directors are entitled to one vote in all matters coming before the Board of Directors.
3.103 Compensation for Board Service
Directors shall receive no compensation for serving on the Board of Directors.
3.104 Reimbursement of Expenses
By resolution of the Board of Directors, the Directors may be paid their expenses to attend meetings and other such expenses as determined to be reasonable and necessary by the Board of Directors.
Section 2 – Composition, Terms & Election Procedures
The Board of Directors shall consist of the following officers: President, Vice President, Secretary, Treasurer and other directors as defined further in Section 3 of this Article. There must be a minimum of 5 elected Board of Directors, but no more than 11 positions as established from time to time by the resolution of the Board of Directors. The election or appointment of a person as a director shall not, of itself, create contract rights. The Board of Directors shall have an odd number of representatives. The Board of Directors shall encourage and seek out at least one BOD position for each of the nearby communities New Prague Soccer Club represents.
Each director is elected to a two (2) year term, or until his or her earlier death, resignation, removal or disqualification. Directors may serve multiple terms. Director terms shall be elected as follows:
a) The President and Secretary shall be elected in even numbered years.
b) The Vice President and Treasurer shall be elected in odd numbered years.
c) The remaining director terms shall be staggered so that approximately half the number of directors will end their terms in any given year.
Officers shall be elected or re-elected by the voting of the interested individuals in good standing at the Annual Meeting. Officers shall be elected by a simple majority of ballots cast at the Annual Meeting, a quorum being present.
3.204 Installation of Officers
The installation of officers will be immediate following the election thereof.
Any interested individual in good standing may hold office with the NPSC. Persons occupying a Board of Director’s position with the NPSC shall not be allowed to also serve on the Board of Directors with another local soccer club. Only one interested individual per household shall serve on the Board of Directors at any time.
A Director may resign at any time by giving written notice to the NPSC.
3.207 Removal or Suspension
Any Director may be removed at any time, with or without cause, by the affirmative vote of two-thirds of the interested individuals in good standing at a general meeting, a quorum being present. Any Director may be removed or suspended at any time, with or without cause, by the affirmative vote of three-fourths of the Board of Directors, a quorum being present.
Any Director may be reinstated with good cause shown, by the affirmative vote of a majority of the Board of Directors, a quorum being present.
Any vacancy on the Board of Directors may be filled by the affirmative vote of a majority of the Board of Directors present at a duly held meeting. A director appointed shall serve until the end of the vacated term.
Section 3 – Officers and Directors
3.301 Duties of Officers and Directors
In addition to the specific duties prescribed in these bylaws, the officers and directors shall perform any other duties delegated to them by the Board of Directors.
The President shall be the chief officer of the corporation and shall:
a) Be the NPSC liaison at all SMSL and MYSA District Meetings and Annual General Meetings.
b) Regularly update the BOD on SMSL and MYSA policies and procedures as they relate to the NPSC.
c) Preside at all meetings of the Board of Directors.
d) Write monthly agendas and distribute to Board of Directors.
e) Supervise all operations of the NPSC.
f) Uphold the rules and regulations of the NPSC.
g) Serve as an ex-officio member of all committees.
h) Develop a yearly communication schedule to develop the growth of the club.
i) Monitor SMSL and MYSA policies to ensure the compliance of the NPSC with SMSL and MYSA.
j) Review all complaints related to coaches, players and parent conduct and recommend any disciplinary steps to the Board of Directors for approval.
k) Execute and deliver in the name of the NPSC all of the contracts relating to the business of the NPSC as approved by the Board of Directors.
In the absence of the President or in the event of his or her death, inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all restrictions upon the President; and shall:
a) Act as the Safety Officer of the NPSC.
b) Monitor SMSL and MYSA policies to ensure NPSC compliance.
c) Act as field liaison to all outside agents.
d) Understand the limitations of the SMSL and MYSA medical and liability insurance policies.
e) Liaison between the club and the State Risk Manager.
a) Record the minutes of all meetings.
b) Give notice of all regular and special meetings.
c) Maintain an official record of the activities and documents of the NPSC.
d) Maintain a roster of interested individuals in good standing who have voting rights in the NPSC.
e) Monitor emails and questions.
f) Deposit funds in the name of and to the credit of the NPSC.
The Treasurer shall be the chief financial officer of the NPSC and shall:
a) Keep a suitable set of books covering all NPSC receipts and expenditures.
b) Prepare the budget and assume responsibility for all NPSC finances.
c) Disperse corporate funds as ordered by the Board of Directors.
d) Provide financial report to the BOD on a quarterly basis or more often as requested.
e) Responsible for budget of all NPSC equipment.
f) Deposit funds in the name of and to the credit of the NPSC.
g) Ensure timely completion of annual tax return and sending out 1099's.
h) Ensure all player payments have been received.
i) Track and verify eligibility of financial aid.
3.306 Boy’s Competitive Director
The Boy’s Competitive Director shall:
a) Serve as the liaison between the Boys’ Competitive Program and the community.
b) Provide information to and answer questions from the coaches and managers on the policies and procedures of the NPSC and the SMSL and MYSA.
c) Assist with the promoting of the boys’ competitive program, registration and events.
d) Be a standing member of the Player Placement Committee.
3.307 Girl’s Competitive Director
The Girl’s Competitive Director shall:
a) Serve as the liaison between the Girls’ Competitive Program and the community.
b) Provide information to and answer questions from the coaches and managers on the policies and procedures of the NPSC and the SMSL and MYSA.
c) Assist with the promoting of the girls’ competitive program, registration and events.
d) Be a standing member of the Player Placement Committee.
3.308 Board Member at Large (up to 5 positions)
The Board Members at Large shall:
a) Assist the President in the review all grievances relating to players and parent conduct.
b) Promote community events.
3.309 Advisory Board Members
Advisory Board members are non-voting members (paid or non-paid) who may assist the board in program direction and continuity. Advisory Board to consist of:
a) NPHS Girls Varsity Program Head Coach
b) NPHS Boys Varsity Program Head Coach
g) Other paid contractors as voted on through the soccer season or as needed basis (assessors, ref assignors, etc)
a) Accept and record registrations for all NPSC programs.
b) Maintain a record of all coaches and managers background checks.
c) Keep records of all required player-related paperwork.
d) Distribute game rosters to team managers and coaches.
e) Serve as the point of contact to assist with financial aid.
f) Contact teams to fulfill the team manager volunteer positions.
g) Distribute communications to team managers and work with them directly for team setups and communications.
3.309B Director of Coaching
The Director of Coaching shall:
a) Be responsible for providing a consistency for the overall soccer experience for players, coaches, and parents that is consistent with the NPSC mission and vision.
b) Oversee all soccer related activities of the club as well as maintain, develop and conduct coach, player and parent programs and clinics for all levels.
c) Responsible for the development of new programs (i.e. summer camps).
d) Act as an ambassador for NPSC with soccer communities and work.
e) Hires/manages coaches including assigning duties, annual training and tracking coaches and player development.
f) Ensure coaches’ concussion training is completed.
g) Review all grievances relating to coaches and recommend any disciplinary steps to the Board of Directors for approval.
h) If in a paid/contract role, assume duties of both Girls and Boys competitive director.
3.309C Recreation Program Director
The Recreation Program Director will be responsible for managing staffing, budget, schedule and design of NPSC recreational level programming
Section 1 – Coordinator Defined
The main purpose of a coordinator is to be a leader in a specific area of responsibility for the NPSC.
4.102 Responsibilities & Authority
Coordinators shall have the areas of responsibilities as delegated to them by the Board of Directors. Coordinators shall report to and act under the authority and direction of the Board of Directors.
Section 2 – Terms and Appointments
Each Coordinator shall be appointed annually by the Board of Directors and serve a term of one year or until his or her earlier death, resignation, removal or disqualification.
The Board of Directors shall have the authority to appoint coordinators. The Board of Directors shall approve and appoint coordinators by the affirmative vote of a simple majority of the Board of Directors present at the first duly held meeting following the Annual Meeting each soccer year, a quorum being present.
The Board of Directors may remove an appointed coordinator by a two-thirds majority affirmative vote of the Board of Directors, present at a duly held meeting, a quorum being present.
Section 3 – Number of Positions
The Board of Directors may, at any time, add or remove coordinator positions as deemed appropriate to effectively conduct the business of the corporation.
Section 1 – Committee Administration
5.101 Description of Committees
Committees will function as Standing, Elected or Special committees.
5.102 Committee Reporting and Presentations
All committees will report through the Board of Directors. Documentation of findings, actions taken or decisions made will be provided to the Board of Directors through the use of minutes. The committees will report to the Board of Directors and recommend rules, policy and procedural changes on behalf of the respective committee.
5.103 Committee Presentations to the Board of Directors
Presentations to the Board of Directors will be on an as needed basis. Presentations will take place during a scheduled board meeting. Notice to present to the board will be given seven days prior to the board meeting. Request for presentations will be addressed to the NPSC Secretary.
All committees act validly if its decisions are agreed to by a majority vote of its members present at a properly called meeting which every committee member was notified and at which a quorum is present.
5.105 Committee Leadership
Each committee shall be governed by a chairperson appointed by the President of the NPSC, subject to approval by the Board of Directors.
5.106 Chairperson Responsibilities
Chairperson’s responsibilities will include, but are not limited to:
a) Responsible for the execution of the Board of Director’s mission and vision for the committee.
b) Define objectives and programs that align with the Board of Director’s mission and vision.
c) Develop and publish formal reporting to the Board of Directors.
d) Accountable for the committee’s budget.
e) Meet with interested individuals to understand club’s desires, receive feedback, and develop working groups as needed to bring new ideas to the club through the Board of Directors.
5.107 Removal of Committee Members
The Board of Directors may remove a committee member upon a two-thirds majority vote of the Board of Directors present at a duly held meeting, a quorum being present. 5.108 Vacancies on Committees The President, subject to approval of the Board of Directors, may appoint a person to fill a vacancy on any committee of the NPSC.
Section 2 – Standing Committees
5.201 Committee Appointment
The President, subject to the approval of the Board of Directors, shall appoint annually the members of all standing committees.
Each standing committee shave have no fewer than three members. Except as provided otherwise in these bylaws, the President shall name the chairperson of each committee. The President shall be an exofficio member of all committees.
5.203 Responsibilities & Authority
The standing committees shall have the areas of responsibility as delegated to them by the Board of Directors. The committees shall report and make recommendations to the Board of Directors.
Section 3 – Elected Committees
5.301 Executive Committee
The Executive Committee shall:
a) Consist of the President, Vice President, Treasurer and Secretary of the NPSC.
b) Have the authority to direct operations of the NPSC during emergency situations.
c) Have the authority to establish and enact policies if it is determined by a majority of the Executive Committee that an emergency situation exists. If the Executive Committee enacts a policy or procedure in this instance, it should be reported to the Board of Directors at their next regular meeting.
5.302 Player Placement Committee
The Player Placement Committee shall:
a) Consist of the Executive Board, the Director of Coaching and the Competitive Directors for both the boys and girls programs.
b) Make recommendations to the Board of Directors on team formations and placing all players on age and skill level appropriate teams for each season throughout the Soccer Year.
c) Determine when and if a tryout or assessment is required for the evaluation of player talent.
d) Encourage formal feedback from coaches each season on the skill level of their players.
Section 4 – Special Committees
The Board of Directors may establish such special committees as it deems necessary or advisable in the best interest of the NPSC. The President, subject to approval of the Board of Directors, shall appoint members to special committees. The special committees shall have their duties delegated to them by the Board of Directors.
ARTICLE 6 – VOTING RIGHTS
Section 1 – Interested Individuals
6.101 The Election of the Board of Directors
Each interested individual in good standing as defined in Article 2 of these bylaws shall have the right to vote in the election of officers for the NPSC.
6.102 Removal or Suspension of an Officer or Director
Interested individuals shall have the right to remove any Officer or Director as provided in these bylaws under Article 3.207.
6.103 Amendments to Bylaws
Amendments to the Bylaws may be made by the affirmative vote of two-thirds of the interested individuals present at the Annual Meeting or at a special meeting called for the purpose of amending the Bylaws.
Section 2 – Officers and Directors
6.201 Meetings of the Board of Directors
Officers and directors as defined in these bylaws shall have the right to vote on all matters brought before the Board of Directors. This includes the Annual Meeting, special meetings and all regular meetings of the Board of Directors.
Section 3 – General Provisions
Each interested individual, officer and director in good standing with a right to vote shall have one vote in any matter he or she is eligible to vote on as defined in these bylaws.
Proxy voting is prohibited. Each interested individual, officer and director must be in attendance at the time of a vote in order to cast a vote.
The Board of Directors shall hold regularly scheduled meetings during the year. The meetings will be open to the public. All interested individuals in the NPSC are invited to attend.
7.102 Standing and Special Committees
The standing and special committees established by the Board of Directors shall meet as necessary to fulfill their responsibilities.
The NPSC shall hold an annual meeting for all interested individuals once per year at a date and time determined and communicated by the Board of Directors no less than thirty (30) days in advance of the meeting. This meeting shall be known as the Annual Meeting.
Special meetings of association-wide importance may be called at any time by the President or by a majority of the Board of Directors or by written request to the President and a statement of purpose signed by twenty interested individuals with authority to vote. For a special meeting, the Board of Directors shall make a good faith effort to provide notice of the meeting to all interested individuals indicating the purpose, time, and place prior to any special meeting.
In the event of an emergency, meetings may be called upon 48 hours notice by any technological means available.
Section 2 – General Policies and Rules
Except where otherwise required, notice of meetings may be made by telephone, email, text or any other technological means available.
On all meetings of the Board of Directors and standing, elected or special committees of the NPSC, a quorum will be defined as in excess of 50% of the committee’s members.
Minutes shall be recorded at all annual, special, general and committee meetings. Copies of the minutes shall be kept by the NPSC and be made available upon request.
The recommended order of business for all meetings shall be:
i) Elections & Appointments
j) Proposed Amendments/ Policy Changes
7.205 Robert’s Rules of Order
"Roberts Rules of Order" shall be the parliamentary guide on all matters not covered by these bylaws.
ARTICLE 8 – PLAY, PLAYERS AND COACHES
FIFA “Laws of the Game” shall apply to all games played within the jurisdiction of the NPSC, except as specifically modified by the SMSL and MYSA and the NPSC polices and rules. The Board of Directors may, in its discretion, permit a recreational program to modify their rules of play.
Section 2 – Player Classifications
8.201 Player Classifications
Players are classified as amateur and youth.
An amateur does not receive a wage or salary for playing soccer.
A youth has not reached the age of 18 years before January 1 immediately preceding the start of the Soccer Year. A youth who reaches age 18 on or after January 1 shall be allowed to complete that Soccer Year, subject to the rules and guidelines of the SMSL and MYSA.
Section 3 - Player Registration
8.301 Registration Required
A player must register for each season with the NPSC. A player registered for a season with the NPSC may not register with any other association or club during that SMSL and MYSA sanctioned soccer season.
A player is registered the moment the player and the player’s parent or guardian signs the registration form and pays the fees including the non-refundable deposit and transaction fees required by the NPSC. Player acknowledges and agrees to abide by the player code of conduct, as documented on the NPSC website.
8.303 Registration Binds Players
Once registered, a player is bound to the NPSC for that soccer season, except as provided in Articles 8.304 and 8.305 of these bylaws.
A registered player may request a transfer from the NPSC in accordance with the SMSL and MYSA policies and rules.
A registered player not placed on a team by the NPSC must be released by the NPSC.
8.401 Coaching Expectations
The Board of Directors shall establish requirements, rules and regulations that head coaches and assistant coaches must follow and maintain. Coach acknowledges and agrees to abide by the coach code of conduct, as documented on the NPSC website
8.402 Coaching for the NPSC
All coaches and assistant coaches must apply for their position each season. All coaches must also complete a background check and concussion training as required by the SMSL and MYSA. Upon completion, the Director of Coaching will make recommendations to the Board of Directors for the approval of coaches for each season.
8.403 Removal or Suspension of a Coach
Coaches may be suspended or removed from position by a simple majority vote of the Board of Directors present at a duly held meeting, a quorum being present.
Section 1 – General Policies and Rules
The NPSC’s fiscal year shall be from September 1 to August 31 of each year.
9.102 Prohibited Transactions and Conflict of Interests
The NPSC, its officers, directors, Interested Individuals and any persons acting in or on its behalf shall take not actions with may adversely affect the NPSC nonprofit and/or tax exempt status or which may otherwise violate any state or federal law. In connection with any actual or possible conflict of interest, an director, officer, or any other individual who has a potential or actual financial interest, either as the controlling party or as an employee, contractor, or any other direct or indirect beneficiary of a third party dealing with the corporation, must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with delegated powers considering the proposed transaction or arrangement. After investigation of the material facts, the individual must recuse himself or herself from any meeting, and not be present at the discussion of any determination of whether a conflict of interest exists, and, should the Board of Directors identify that a conflict of interest does exist, shall establish procedures ensuring that the individual is not permitted to participate in any decision-making authority in the matter under consideration by the Association. Such may include a requirement of investigating third parties to undertake the same issue without giving rise to a conflict of interest, should the Board of Directors determine it would be advantageous. Failure of any such individual to notify and disclose the potential conflict of interest may give rise to disciplinary action. No member of the Board of Directors who may also be or is also an employee of the corporation shall be permitted to participate or vote in any discussion regarding the compensation of employees or Officers.
9.103 Contracts and Banking
The Board of Directors, except as may otherwise be required by law, the Articles of Incorporation or these bylaws may authorize any officer(s) or agent(s) to enter into any contract or to execute and deliver any instrument or document in the name of and on behalf of the NPSC and such authority may be general or confined to specific instances.
9.104 Acceptance of Gifts
The Board of Directors may accept gifts, bequests and devices from any person, firm or corporation, and administer such gifts and devices on behalf of the NPSC as granted in Article 1.109 of these bylaws.
An annual audit shall be conducted of the financial records of the NPSC. An appropriate auditor or audit committee shall be appointed by the President and approved by the Board of Directors. This audit shall be completed and a report prepared and submitted to the Board of Directors for its review within sixty (60) days of the close of the fiscal year. Such audit shall be available for review by any interested individual upon request.
9.106 Distribution of Funds upon Dissolution
In the event of the dissolution or final liquidation of the NPSC none of the funds held by the NPSC shall be distributed to any director or individual. The rules of SMSL and MYSA shall determine the disbursement of such funds, except that all disbursements must be to an organization, which qualifies as a tax-exempt entity under Section 501 (c) of the Internal Revenue Code as it may be amended from time to time.
ARTICLE 10 – AMENDMENT OF BYLAWS
Section 1 – Amendment of Bylaws
Any interested individual, director or committee of the NPSC may propose to amend these bylaws by delivering the proposal in writing to the Board of Directors not less than 90 days prior to the Annual Meeting or a Special Meeting.
10.102 Review of the Proposed Amendment
The Board of Directors shall review the proposed amendment for form and for any conflict with the other existing Articles of Incorporation, Bylaws and rules of the NPSC or the SMSL and MYSA and report its recommendation to its Interested Individuals.
Interested individuals shall be given notice of any proposed amendment(s) and the recommendation of the Board of Directors in writing no less than 30 days prior to the Annual Meeting or Special Meeting.
As per Article 6.103 of these bylaws, amendments to the bylaws may be made by the affirmative vote of two-thirds of the interested individuals present at the Annual Meeting or at a special meeting held for the purpose of amending the bylaws.