Revised June 4, 2003
NAME, SEAL AND OFFICES
1.1 NAME. The name of this corporation is EDISON UNITED SOCCER ASSOCIATION, A NEW JERSEY NONPROFIT CORPORATION.
1.2 SEAL. If the Board of Trustees shall determine the corporation shall have a corporate seal, it shall be circular in form and shall bear on its outer edge the words EDISON UNITED SOCCER ASSOCIATION, A NEW JERSEY NONPROFIT CORPORATION and in the center the words and figures Incorporated 1993 New Jersey. The Board of Trustees may change the form of the seal or the inscription at its pleasure.
1.3 OFFICES. The principal office of the corporation shall be at Stelton Community Center, Room 201, 328 Plainfield Avenue, Edison, NJ - 08817. The mailing address for the corporation shall be P.O. Box 394, Edison, NJ - 08818. The corporation also may have offices at such other places as the Board of Trustees from time to time may determine.
2.1 PURPOSES. The purposes for which the corporation is organized, and at all times thereafter shall be operated, shall be to support and promote the sport of youth soccer in the Township of Edison, New Jersey; to teach good sportsmanship and teamwork; and to engage in such additional after-school educational, training and development activities as shall further such purpose, all in accordance with the requirements of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the code).
MEMBERS OF THE CORPORATION AND MEETINGS OF MEMBERS
3.1 Members of the Corporation and Voting. The corporation shall have members. Membership in the organization shall be open to any parent or legal guardian of a child who has remained an active participant in one of the teams organized by the corporation throughout the most recent playing season. Membership in the corporation shall also be open to any individual currently serving as a member of the Board of Trustees, as a coach, as a division director, or as a committee member. Members over the age of eighteen shall have the right to vote as members of the corporation on all matters which are required by law, the certificate of incorporation, or these Bylaws to be approved by the members. More particularly, members shall elect trustees of the corporation at the annual meeting of members, and shall elect the officers of the corporation. At every meeting of members, each individual member shall be entitled to one (1) vote. Members who are not in good standing with the Corporation as a result of disciplinary action or censure will be prohibited from exercising their right to vote for six (6) months from the time such penalties are enacted.
3.2 Annual Meeting. The annual meeting of the members of the corporation shall be held for the purposes of electing the trustees and officers of the corporation, reporting on the affairs of the corporation and transacting such other business as may properly come before the meeting. The annual meeting shall be held during the month of December at the principal office of the corporation or at such other place within or outside the State of New Jersey as the Board of Trustees shall designate.
3.3 Special Meetings. Special meetings of the members may be called at any time by the President and must be called by the President upon receipt of a written request from any ten (10) members or seven (7) trustees, and shall be held at the principal office of the corporation or at such other place within or outside the State of New Jersey as the President calling the meeting shall designate.
3.4 Notice of Meetings. Notice of the time, place, manner and purpose or purposes of annual or special meetings shall be given or served personally, by mail, or by telephone, to each member of the corporation of record entitled to vote at the meeting. Notice of any annual or special meeting shall be given not less than ten (10) or more than sixty (60) days prior to the date of the meeting. Such notice, if mailed, shall be directed to each member at the member’s address as it appears on the books of the corporation, unless the member shall have filed with the Secretary of the corporation a written request that such notice be mailed to the address designated in such request. The President shall send, or cause to be sent, notice of meetings.
3.5 Quorum. At any meeting of the members, the presence of thirteen (13) members shall constitute a quorum. A majority of the members present at a meeting shall be required to decide any question, unless otherwise specified by law or these Bylaws.
CORPORATE POWERS AND TRUSTEES, TERM AND ELECTION
4.1 Corporate Powers. All of the corporate powers of the corporation shall be exercised by the Board of Trustees, except to the extent specifically provided otherwise by law or by these Bylaws. The laws of the State of New Jersey shall take precedence in the event of any conflicts.
4.2 Power to Appoint Committees. Without limiting the corporate powers reserved to the Board of Trustees in paragraph 4.1 hereof, the Board of Trustees shall have the power to appoint from their own number, from members of the corporation, or from members of the community, such committees as occasion may require and it may deem necessary, and shall define the duties thereof.
4.3 Power to Expel Members. Without limiting the powers reserved to the Board of Trustees in sections 4.1 and 4.2 hereof, the Board of Trustees shall have the power to suspend and expel members by ballot for any conduct that is in violation of the bylaws, rules or policies of the corporation; that is improper; or that is prejudicial to the interests of the corporation. At least ten (10) days prior to a meeting at which there will be a vote to suspend or expel a member, notice, in accordance with paragraph 3.4, shall be given to each member with respect to whom the Board of Trustees is voting. A member shall be expelled or suspended upon a three-fifths (3/5) vote of those of the Board of Trustees present at a meeting expelling or suspending a member.
4.4 Trustees. The number of trustees constituting the first Board of Trustees shall be 13. The Board of Trustees shall have authority to increase or decrease the number of trustees (but not below 10 or above 30 trustees) by resolution of the Board from time to time without amendment of this section of these Bylaws. The Board of Trustees shall have authority to increase or decrease the number of trustees below 10 (but not below 3) and/or above 30 by amending this section of these Bylaws.
4.5 Terms of Office. The terms of each of the initial trustees of the corporation shall be deemed to have begun on the date of the corporation's re-incorporation. The initial trustees shall hold office for one year or until the first annual election or appointment following their election or appointment, whichever the case may be. Thereafter, trustees shall be elected at the annual meeting of the members, and their term shall be for a period of one year or until the next annual meeting, whichever the case may be. The term of each trustee shall expire at the close of the annual meeting of the corporation, provided, however, that a trustee shall remain in office, beyond the expiration of his or her term, until such time as a successor shall be duly elected or duly appointed and shall have assumed office. A trustee shall leave office prior to the expiration of his or her term immediately upon death, disability, removal or resignation, or if he or she becomes ineligible to serve as trustee.
4.6 Attendance. Any member of the Board of Trustees who shall absent himself from three consecutive monthly meetings of the Board shall be deemed to have resigned as a trustee and cease to be a member of such Board, unless the trustee shall present at the next monthly meeting of the Board an excuse for such absence satisfactory to the Board.
4.7 Election. Trustees must be members of the corporation, and shall be elected by the members at the annual meeting of the members.
4.8 Assumption of Office. Newly-elected trustees shall assume office upon the expiration of their predecessor's term, if any, and if there is no predecessor a newly-elected trustee shall assume office immediately.
4.9 Removal of Trustees. Any trustee of the corporation may be removed from office with just cause by the affirmative vote of three fifths (3/5) of the entire Board of Trustees at an annual, regular or special meeting. At least ten (10) days prior to a meeting at which there will be a vote to suspend or expel a trustee, notice, in accordance with paragraph 5.3, shall be given to each Trustee of the Corporation with respect to whom the Board of Trustees is voting.
4.10 Vacancies. The Board of Trustee's may fill any vacancy among the trustees, including a vacancy caused by death, disability, removal, resignation, ineligibility, or otherwise, by appointing a successor trustee to serve the remainder of the vacating trustee's term. The trustees may fill a vacancy even if they lack a quorum to decide other matters. Any person elected to fill a vacancy on the Board of Trustees shall hold office until the later of the expiration of his or her predecessor's term or the date on which a successor is duly elected and assumes office. Notwithstanding the foregoing, the Board of Trustees may authorize the President to make interim appointments to fill vacancies of trustees which occur during un-expired terms, to serve until elections can be held at the next annual meeting.
MEETINGS OF THE TRUSTEES
5.1 Regular Meetings. Regular meetings of the trustees of the corporation shall be held monthly, unless otherwise scheduled by the Board of Trustees, at the principal office of the corporation or at such other place within or outside the State of New Jersey as the Board of Trustees shall designate, on such dates and at such times as the Board of Trustees may determine by resolution. The dates and times of the regular meetings of the Trustees shall be publicized on the website no less than three (3) weeks prior to the meeting such that any member wishing attend the meeting, may do so. Mention of this web posting shall be made in each issue of the newsletter.
5.2 Special Meetings. Special meetings of the trustees may be called at any time by the President and must be called by the President upon receipt of a written request from any three (3) trustees, and shall be held at the principal office of the corporation or at such other place within or outside of the State of New Jersey as the President calling the meeting shall designate. Meetings by telephone conference call shall be permitted, upon proper notice, provided that a quorum of trustees participates in any such conference call.
5.3 Notice of Meetings. Notice of the time, place, manner, and purpose or purposes of, regular or special meetings shall be given or served personally, by mail, by telephone, or by electronic mail provided confirmation is received from each recipient within the proper time frame, upon each person who appears upon the books of this corporation as trustee. Notice of any regular or special meeting shall be given not less than five (5) or more than sixty (60) days prior to the date of the meeting. Such notice, if mailed, shall be directed to each trustee at the trustee's address as it appears on the books of the corporation, unless the trustee shall have filed with the Secretary of the corporation a written request that such notice be mailed to some other address, in which case the notice shall be mailed to the address designated in such request. The Chairperson shall send, or cause to be sent, notice of meetings.
5.4 Waiver of Notice. Whenever under the provisions of any law or under the provisions of the Certificate of Incorporation or Bylaws of this corporation, the corporation or the Board of Trustees or any committee thereof is authorized to take any action after notice to the trustees of the corporation or to the members of a committee or after the lapse of a prescribed period of time, such action may be taken without notice and without the lapse of any period of time if at any time before or after such action is completed the notice requirement is waived in writing by the person or persons entitled to such notice or entitled to participate in the action to be taken, or by his, her or their duly authorized attorney.
5.5 Quorum. At any meeting of the trustees, the presence of five (5) trustees serving at that time shall constitute a quorum for all purposes except as otherwise provided by law or these Bylaws. The act of a majority of those trustees present at any meeting at which there is a quorum shall be the act of the corporation except as otherwise may be provided specifically by statute or by these Bylaws. At any committee meeting, the presence of a majority of the committee members serving at that time shall constitute a quorum and the act of a majority of those present at any committee meeting shall be the act of the committee, except as otherwise may be provided specifically by statute or by these Bylaws. Either in the absence of a quorum or when a quorum is present, a trustee or committee meeting may be adjourned from time to time by vote of the majority of those present in person, without notice to those in attendance other than by announcement at the meeting. At least 12 hours' notice of the date of the postponement shall be given to any absent member. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting.
5.6 Voting. At every meeting of trustees, each trustee entitled to vote by these Bylaws shall be entitled to one (1) vote in person or by proxy.
5.7 Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Trustees or any committee thereof may be taken without a meeting, if prior or subsequent to such action, a written consent to such action is signed by all trustees or by all members of such committee, as the case may be, and if such written consent is filed with the minutes of proceedings of the Board of Trustees or the committee.
5.8 Contracts and Services. The trustees and officers of the corporation may be interested directly or indirectly in any contract relating to or incidental to the operations conducted by the corporation, and may freely make contracts, enter transactions, or otherwise act for and on behalf of the corporation, notwithstanding that they also may be acting as individuals, or as trustees of trusts, or as agents for other persons or corporations, or may be interested in the same matters as stockholders, directors, trustees, or otherwise. However, any contract, transaction, or act on behalf of the corporation in a matter in which any trustee or officer is personally interested as a stockholder, director, trustee, or otherwise shall be disclosed to the trustees, conducted at arm's length, and shall not violate the proscription in the corporations Certificate of Incorporation against the corporation's use or application of its funds for private benefit. In addition, no contract, transaction, or act shall be taken on behalf of the corporation if such contract, transaction or act is a prohibited transaction or an act of self-dealing as those terms are defined in the Code, or would result in the denial of any tax exemption, deduction, or benefit under any provision of the Code. In no event however, shall any person or other entity dealing with the trustees or officers be obligated to inquire into the authority of the trustees and officers to enter into and consummate any contract, transaction, or other action.
6.1 Officers; Term; Election. The officers of the corporation shall consist of a President, one or more Vice-Presidents (which may include an Executive Vice-President), a Secretary and a Treasurer, and may also include a President Emeritus and a Counsel, all of whom shall be trustees. Any person may hold more than one office. All officers shall be elected by the members at the annual meeting. All officers shall be elected for a term of one year, and shall hold office until their successors are duly elected and assume office.
6.2 Vacancies. In case any office of the corporation becomes vacant by death, resignation, retirement, removal, disqualification or any other cause, the Board of Trustees may elect an officer to fill such vacancy, and the officer so elected shall hold office and serve until the later of the next annual meeting of the members or the date on which a successor is elected and assumes office; provided, however, that if the office of President becomes vacant, the Executive Vice President (or, if there is none, a Vice President) shall serve as President until the next annual election takes place. In the event that any officer cannot conduct the duties of their office for a period exceeding sixty (60) days, the Board of Trustees has the authority to determine the position to be vacant.
6.3 President. The President shall be the chief presiding officer of the corporation and the Board of Trustees, and shall preside at all meetings of the trustees and members of the corporation. The President shall develop the agenda for meetings with the assistance of the officers and shall be a nonvoting member of all committees. The President shall also be the chief executive officer of the corporation, with general charge and supervision of the affairs of the corporation, and shall do and perform such other duties as may be assigned by the Board of Trustees.
6.4.1 Executive Vice-President. At the request of the President, or in the event of the Presidentís absence or disability, the Executive Vice-President shall perform the duties and possess and exercise the powers of the President. To the extent authorized by law, the Executive Vice-President shall have such other powers as the Board of Trustees may determine, and shall perform such other duties as may be assigned by the Board of Trustees.
6.4.2 Other Vice-Presidents. At the request of the President, or in the event of the absence or disability of the President and the Executive Vice-President, one of the other Vice-Presidents shall be selected by the Board of Trustees to perform the duties and possess and exercise the powers of the President. To the extent authorized by law, a Vice-President shall have such other powers as the Board of Trustees may determine, and shall perform such other duties as may be assigned by the Board of Trustees.
6.5 Secretary. The Secretary shall be in charge of such of the corporation's books, documents and papers as the Board of Trustees may determine, and shall have custody of the corporate seal. In the absence of a recording secretary, the Secretary shall keep the minutes of all meetings. With the President or any Vice-President, the Secretary may sign any contracts or agreements authorized by the Board of Trustees, in the name and on behalf of the corporation, and when so authorized or ordered by the Board of Trustees, the Secretary may affix the seal of the corporation. The Secretary shall, in general, perform all the duties incident to the office of Secretary, subject to the control of the Board of Trustees, and shall do and perform such other duties as may be assigned by the Board of Trustees.
6.6 Treasurer. The Treasurer shall have custody of all funds, property, and securities of the corporation, subject to such regulations as may be imposed by the Board of Trustees. When necessary or proper the Treasurer may endorse for collection on behalf of the corporation checks, notes and other obligations, and shall deposit the same to the credit of the corporation at such bank or banks or depository as the Board of Trustees may designate. The Treasurer shall sign all receipts and vouchers. Together with the other officer or officers designated by the Board of Trustees to act as co-signers, the Treasurer shall sign all checks of the corporation, except in cases where the authority to sign or execute checks has been expressly delegated by the Board of Trustees or by these Bylaws to some other officer or agent of the corporation. The Treasurer shall make such payments as may be necessary or proper to be made on behalf of the corporation. The Treasurer shall enter regularly on the books of the corporation to be kept by the Treasurer for the purpose of full and accurate account of all moneys and obligations received and paid or incurred by the Treasurer for or on account of the corporation and, upon request by any trustee, shall exhibit such books to such trustee at a reasonable time at the offices of the corporation. The Treasurer shall, in general, perform all the duties incident to the office of Treasurer, subject to the control of the Board of Trustees.
6.7 Removal. Any officer of the corporation may be removed from office with just cause by the affirmative vote of three fifths (3/5) of the entire Board of Trustees at an annual, special or regular meeting.
AGENTS AND REPRESENTATIVES
7.1 Authority. The Board of Trustees may appoint additional agents and representatives of the corporation to perform such acts or duties on behalf of the corporation as the Board of Trustees may see fit, so far as may be consistent with these Bylaws, and to the extent authorized or permitted by law.
CONTRACTS AND ADMINISTRATION OF FUNDS
8.1 Agency. The Board of Trustees, except as these Bylaws otherwise provide, may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to a specific instance.
9.1 Fiscal Year. The fiscal year of the corporation shall end on December 31, or as otherwise determined by Resolution of the Board of Trustees.
PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS; DISSOLUTION
10.1 No Private Inurement. No trustee, officer, employee, committee member, or other person connected with the corporation, or any other private individual, shall receive any of the net earnings or pecuniary profit from the operations of the corporation at any time, provided, however, that this shall not prevent the payment to any such person of reasonable compensation, as determined by the Board of Trustees, for services rendered to or for the corporation and/or for reimbursement of reasonable expenses incurred in connection with such services.
10.2 Procedure Upon Dissolution. In the event of a liquidation, dissolution, termination, or winding up of the corporation, the Board of Trustees shall, after provision for all liabilities, distribute any remaining assets or property of the corporation for one or more exempt purposes within the meaning of Code section 501(c)(3) to such organization or organizations then located in the United States and qualified under Code section 501(c)(3), or to a state or local government for a public purpose as the Board of Trustees shall deem appropriate.
11.1 Reinvestment. The corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Trustees, without being restricted to the class of investments which a trustee is or may hereafter be permitted by law to make or any similar restriction. However, no action shall be taken by or on behalf of the corporation if such action would result in the denial of the corporation's income tax exemption under section 501(c)(3) of the Code.
11.2 Commingling. The Board of Trustees shall incorporate as assets of the corporation all property received and accepted by the corporation and, subject to any limitations, conditions, or requirements which may be a part of any gift, may commingle any assets of the corporation with any other of the corporation's assets, or may maintain any asset or assets in segregated funds or accounts whenever in their sole discretion they shall determine such segregation to be in the best interest of the corporation or when the conditions, limitations, or instructions of any gift, grant, bequest, or devise shall require such segregation.
11.3 Segregated investments. Such funds as the Board of Trustees may allocate to long term, segregated investment funds or accounts shall be under the control of the Executive Vice-President, or if absent or disabled, a Vice-President selected by the Board of Trustees. Transfer of assets from the segregated funds shall require the signatures of two trustees other than those responsible for dispersals.
12.1 Preservation of Exempt Status. Notwithstanding any other provision of these Bylaws, no trustee, officer, employee, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation which is not permitted to be taken or carried on by an organization exempt from federal income tax under section 501(c)(3) of the Code.
12.2 Public Inspection of Annual Returns. The corporation shall make available for public inspection a copy of its three most recent annual returns, such returns containing all required information representing direct and indirect transaction relationships between itself and other tax-exempt organizations not described in Code section 501(c)(3).
13.1 Indemnification by Corporation. Each present and future member of the Board of Trustees and each present and future officer of the corporation and each present and future member of any committee of the Board of Trustees, and the legal representatives of such persons, shall be indemnified by the corporation to the fullest extent permitted by the New Jersey Nonprofit Corporations Act, as may be amended from time to time.
13.2 Indemnification Not in Restriction of Other Privileges. The right of indemnification described in section 13.1 above shall be in addition to, and not in restriction or limitation of any other privilege or power with respect to indemnification or reimbursement which the corporation or the individual seeking indemnification may have, pursuant to N.J.S.A. 15A:34 or any other source.
AMENDMENT OF BYLAWS
14.1 These Bylaws can be amended at any annual, special or regular meeting of the membership by a two-thirds (2/3) vote of the membership in attendance, provided at least twenty members are in attendance and provided that notice has been given to the membership of the proposed amendment at least 10 days prior to the annual, special or regular meeting.
ELECTION OF THE PRESIDENT
15.1 Eligibility of Nominees. Nominees for the office of President must have been a trustee of the corporation for a minimum of one full year during the three years prior to nomination. Nominees may not serve as a trustee, or officer, of another youth sports organization that operates within the Township of Edison, New Jersey at the time of their nomination, nor during their tenure as President if they are elected to serve.
15.2 Waiver of Eligibility. If no nominees meet the qualification set forth in section 15.1, then any member can be nominated.
PROCEDURES FOR ELECTION OF OFFICERS
16.1 Nomination of current Trustees. Members of the Board of Trustees of the corporation shall advise the board of their intention to seek re-election to their current office or election to other offices at the November monthly meeting of the Board of Trustees.
16.2 Nomination of members who are not currently trustees. The deadline for submitting nominations for members who are not currently trustees shall be three days prior to the November monthly meeting of trustees. Notice must be given to the members of the corporation no less than ten days prior to this deadline. Nominations must be submitted in writing to the President or post-marked to the address identified in the notice specified above.
16.3 Eligibility of Nominees. Nominees who wish to run for a Board of Trustees office that has direct managerial responsibility over any program or league offered by the Corporation shall have served satisfactorily as a division director or as a member of a committee charged with managerial responsibilities over said program or league for at least one full season within two years of the election in which they plan to participate.
16.4 Waiver of Eligibility.. If no nominees meet the qualifications set forth in section 16.3, then any member can be nominated.
16.5 Nominees may not serve as a trustee, or officer, of another youth sports organization that operates within the Township of Edison, New Jersey at the time of their nomination, nor during their tenure as Trustee if they are elected to serve.
16.6 Contested Elections. In the event that more than one individual is nominated to run for a position on the Board of Trustees, notice shall be sent to the membership no less than ten days prior to the election. Only members attending a contested election are eligible to cast their votes. Contested elections shall be determined by ballot.
16.7 Counting Ballots. Ballots shall be counted by a committee comprised of the Executive Vice President, Treasurer and Secretary. Or, in the event that one of those individuals are candidates in the election, another trustee appointed by the President. After counting, results shall be announced by the committee.
16.8 Elections with more than two candidates for a single office. In the event that none of the candidates for an office receives 51 percent of the votes cast, then there shall be an immediate runoff between the two candidates with the highest vote counts.