Napa United Soccer Club By-Laws

1.00 BYLAWS

1.01 NAME

1.01.01 This organization shall be known as the Napa Youth Soccer League, Incorporated, a California non-profit corporation, and shall be the governing and advisory body of its member teams in all league and club functions.

1.01.02 Due to the nature of the organization and its entities, the Napa Youth Soccer League, Incorporated may choose to do business as Napa United, Napa United Soccer and/or Napa United Soccer Club.

1.02 DEFINITION

1.02.01 Any reference to the league or organization in these Bylaws shall be interpreted as meaning the Napa Youth Soccer League, Inc. ("N.Y.S.L." or "NYSL").

1.03 PURPOSE

1.03.01 The primary purpose of this organization shall be to develop, promote, and administer the game of soccer among youth, under 19 years of age, who attend school and/or reside within Napa County. Secondarily, this organization shall be authorized to develop, promote and administer the game of soccer among adults over the age of 18 years of age who reside, attend school or work within Napa County (adult leagues). The overall objective of this organization shall be to develop, promote and administer community-based soccer leagues and/or competitive and developmental travel "club" teams for its members that provide the opportunity for each participant, without regard to race, color, religion, age, sex, national origin, orientation or ability, the opportunity to grow, learn, mature, and succeed in society.

1.03.02 The secondary purpose of this organization is to allow players to be placed in levels that best suit themselves and their families based on their skill and desire. Whenever possible, the league shall strive to offer playing opportunities at all age levels, ranging from in house recreational teams to travel/competitive club teams.

1.03.03 CLUB PURPOSE: The purpose of the club level of play is to develop, promote, and administer a competition level soccer program for youth boys and girls between the ages of eight and nineteen. The club shall also encourage the education and training of those coaches selected to administer to the training of participating players.

1.04 COLORS

1.04.01 The representative colors of this league shall be Red, White and Black or any other colors approved by vote of the Board of Directors.

1.05 BOUNDARIES

1.05.01 The boundaries of this league shall be the geographic boundaries of the County of Napa.

1.06 MEMBERSHIP

1.06.01 Upon registration and payment of the annual membership fee, all players shall become members of the league. Parents or guardians of players under the age of 19 shall also become members of the league. Members of the Board of Directors, coaches, assistant coaches, and referees, whether or not they are the parent or guardian of a player, shall automatically become members of this Organization.

1.06.02 A copy of these Bylaws shall be furnished to each member team and each member family upon request and may be posted on the league website.

1.06.03 All member families of the league may be required to volunteer service time to the assist the league’s operations.

1.06.04 Falsification of records shall be grounds for disqualification from participation and/or membership with the league.

1.06.05 Any member found in violation of these Bylaws, or any Rules, Regulations, and Policies of the league may be required to appear before the Disciplinary, Protests and Appeals Committee of the league to explain his or her actions for possible disciplinary action. A plea of ignorance of the Bylaws or Rules, Regulations, and Policies will not be considered to be an acceptable defense.

1.07 AFFILIATIONS

1.07.1 This league and/or organization shall be affiliated with the following organizations and comply with their authority: California Youth Soccer Association (CYSA), CalNorth, US Club Soccer, United States Youth Soccer Association, United States Soccer Federation (USSF), and the Federation International Football Association (FIFA), or any other organization(s) approved by vote of the Board of Directors.

1.08 ORGANIZATION AND GOVERNMENT

1.08.01 This Organization shall be governed by the Board of Directors in accordance with these Bylaws except where superseded by the California Youth Soccer Association, United States Youth Soccer Association or United States Soccer Federation rules. NorCal Premier Soccer and US Club Soccer as well as CalNorth Soccer can be considered in certain travel team governance issues.

1.08.02 The Board of Directors shall be composed of the following voting members:
President
Vice President
Vice President Coach and Player Development
Secretary
Treasurer
Vice President Registration
Vice President Fields and Equipment
Vice President Referees
Vice President Development
League Counselor
Past President

1.08.03 Terms of Elected Officers are for a period of two years. All others are for one year and may be reappointed. Officers may be re-elected.

1.08.04 The duties of all members of the Board of Directors shall include attendance at all Board meetings, performance of additional duties as assigned by the President or Board, and presentations of a report of activities at the Annual General Meeting and other times as requested by the Board of Directors. Board Members may delegate work to others and may organize methods to fulfill their responsibility in an efficient and timely manner. Specific duties of Board Members are as follows:

PRESIDENT: The President shall act as the Chief Executive Officer of the league, responsible for administering the day-to-day activities of the league in accordance with the Bylaws and Rules of the Organization, and other policies or directives of the Board of Directors. The President shall also:
Preside over all meetings of the Board of Directors.
Cast a vote in case of ties by the Board of Directors.
Recommend for appointment by the Board of Directors positions on the Board that become vacant due to resignation or that are not filled by election.
Appoint ad hoc Committees as may be necessary.

VICE PRESIDENT: In the absence of the President, the Vice President assumes the duty of the President, and in addition the Vice President shall:
Develop, administer and oversee the use of volunteers within the league, including youth ambassador volunteers.
Has primary responsibility for development of in house recreational team schedules.
Has primary responsibility for arranging for the ordering and delivery of team photos and awards as appropriate.
Chairs the Nominating and Election Committee.
Chairs the Tournament Committee.
Chairs the Awards Committee.
Carry out other duties as may be assigned by the President.

VICE PRESIDENT COACH AND PLAYER DEVELOPMENT:
Schedules and conducts tryouts for Club Soccer teams and coordinates team formation of Club Soccer teams.
Provides Club Soccer game schedules to the Vice President Referees and the Vice President Fields and Equipment.
Directs recruitment and training of Coaches and trainers for Club Soccer Teams and coaches for in house recreational teams.
Regularly reports to the Board of Directors regarding the status and activities of the Club Soccer program, Club Soccer teams and any supporting organizations.

SECRETARY:
Keeps an accurate record of all meetings, handles all correspondence, gives notice of meetings and maintains the files of the league.
Secures meeting locations as required. Submits, as may be necessary, all necessary forms, papers and filings with all government and non-government agencies. Maintains, separate from the minutes, an indexed log of actions by the Board of Directors.
Prepares an annual league calendar for approval of the Board.

TREASURER:
Is responsible for the preparation of the annual report and oversees all bookkeeping activities. Is also responsible for overseeing Bingo operations and reporting to the board regarding Bingo and its financials.
Is responsible for the maintenance of all financial accounts of the League including checking, saving, investment, and accounts as approved by the Board of Directors.
Submits monthly financial reports to the Board of Directors.
Provides for the maintenance of receipt books and vouchers for all financial transactions.
Certifies all expenditures as being approved by the Board of Directors or President as provided for within these Bylaws.
Oversees Independent Financial Statement Audit or Review or Operational Review as deemed necessary by vote of the Board of Directors.
Chairs the Finance and Audit Committee.
Oversees fundraising deposits.

VICE PRESIDENT REGISTRATION:
Directs the registration process of all players into the League.
Coordinates registration activities with CALNORTH, US CLUB or other affiliate organizations.
Maintains waiting lists and oversees assignment of players on waiting lists to teams.
Chairs the Team Formation Committee for formation of in house recreational teams.
persons interested in coaching. Conducts or arranges training programs as needed by the league. Arranges for clinics to license or certify coaches at various levels. Holds pre-season, mid-season and other meetings of coaches as may be necessary. Visits teams, prepares and distributes materials to coaches, and engages in other activities to support the in house

VICE PRESIDENT FIELDS AND EQUIPMENT:
Maintains a current inventory of League-owned equipment and materials.
Prepares a recommended list of equipment and materials needed for each season for submission to the Board of Directors.
Procures and arranges distribution and storage of League equipment and materials, including preparation of requests for bids.
Obtains, schedules and coordinates fields for practices and games with the school
districts, cities or other agencies who have jurisdiction over fields used by the League.
Makes sure all policies and procedures governing use of the fields are followed including
the possession of adequate insurance. This applies to policies and procedures of the League and agencies having jurisdiction over the use of the fields.
Provides for proper maintenance, goals, marking, netting and corner flags of all fields.
Coordinates and maintains a master schedule of all scheduled league practices and games.
Oversees any programs to maintain, improve or develop fields.

VICE PRESIDENT REFEREES:
Recruits, trains and assigns Referees for League sponsored or sanctioned games.
Arranges clinics and assignments for entry level and upgrading purposes.
Maintains a current list of Referees.
Maintains game cards and records showing game scores, injuries, cautions, ejections and other information provided by each Referee.
Reports appropriate matters to the Disciplinary, Protests and Appeals Committee for action.
Serves as a liaison with District V and/or other affiliate league Referee Administrators.
Holds Referee Meetings during the season.
Investigates complaints regarding Referees.
Observes games, receives feedback from Coaches and others, provides materials, engages in other activities to support the Referee Program in the League and measures the skills of individual referees.

VICE PRESIDENT DEVELOPMENT:
Is in charge of oversight for fundraising opportunities, including sponsorships for leagues and teams. Oversees the development and maintenance of a website for the league. Is in charge of league advertising and public relations. Assists with any local government or developers to procure field development.
Is the liaison with the news media on behalf of the league.
Prepares and distributes League publications such as Newsletters, League Booklets and other printed and/or electronic matter as determined by the Board of Directors.
Develops a program to promote positive awareness of the League’s image within the community and within the League, proposing activities and programs addressing problems and promoting the goals of the League.

LEAGUE COUNSELOR:
Investigates complaints regarding coaches, parents, League Officials, or others as may be appropriate regarding the implementation of the League’s purpose.
Mediates and resolves problems or disputes arising within the League as informally as possible as directed by the President or Board of Directors.
Advises the President and Board of Directors on Robert’s Rules of Order regarding the conduct of business during official League meetings and interpretation of the League’s Bylaws and/or Rules, Regulations and Policies. Refers appropriate matters for action to the proper league Official Committee or the Board of Directors.
Chairs the Disciplinary, Protests and Appeals Committee.
Serves as Parliamentarian at Board meetings.

PAST PRESIDENT:
The immediate past president shall be a voting member of the Board and shall serve as a counselor to the president and Board due to their historic position with the organization.

1.08.06 RECALL:
A member of the Board of Directors shall be automatically recalled after missing three (3) consecutive regularly scheduled Board meetings unless the Board of Directors is petitioned in
advance and special circumstances exist whereby the Board of Directors will permit and excuse
the absence. Recall of a member shall be by a petition of 25% of the eligible voting membership of the league and a majority vote of the League voting membership; or by unanimous vote of the remaining voting members of the Board of Directors.

1.09 LEAGUE YEAR

1.09.01 The seasonal year shall be from August 1 through July 31.

1.09.02 The fiscal year shall be from January 1 through December 31.

1.10 ELECTIONS AND APPOINTMENT OF OFFICERS

1.10.01 Initial Terms for the first election will be a two year term for the President, Vice President Coach and Player Development, Vice President Registration, Vice President Referees and Treasurer. The positions of Vice President, Vice President Development, Vice President Fields and Equipment, League Counselor and Secretary will all be a one year term for the initial election and become a two-year term to follow allowing the board to rotate positions in opposite years.

1.10.02 The Nominating and Election Committee shall present a slate of candidates for available positions to the Board of Directors one month before the Annual General Meeting. These nominations shall be available to the Membership.
Nominations for available positions shall remain open and will be accepted from the floor at the Annual General Meeting.

1.10.03 Elections will be held at the Annual General Meeting.

1.10.04 Elections shall be by vote of the adult members present at the Annual General Meeting. Each member, as defined in 1.06.01, shall have one vote. Proxy and absentee votes will not be permitted.

1.10.05 Elections shall occur in January and will correspond to the Fiscal Year.

1.10.06 Positions of the Board of Directors that are not elected shall be appointed by the President subject to ratification of the other members of the Board.

1.11 MEETINGS

1.11.01 The Board of Directors of the League shall meet monthly throughout the year and at other such times as the President may deem necessary. Robert’s Rules of Order shall govern procedure at all meetings.

1.11.02 The President shall set an Agenda for all Board meetings. The agenda shall be available to Directors and interested members in advance of the Board meeting. Items not on this pre-published Agenda cannot be voted on at the subsequent board meeting. The Board may choose to vote on a non-Agenda item with a two-thirds vote of the attending Board.

1.11.03 A Quorum of the Board of Directors must be present to conduct League Business. Fifty percent plus one, of currently filled positions, shall constitute a Quorum.

1.11.04 The Annual General Meeting shall be held in January. All points governing league meetings shall be observed. Adult members, as defined in 1.06.01, shall have one vote on matters regarding the Bylaws and in elections. All members of the Board of Directors shall present a report on their respective activities over the previous year.

1.11.05 The President shall be empowered to dismiss any individual from any meeting for behavior deemed disrespectful, impertinent, insulting or otherwise detrimental to the best interest of the meeting, this league, or the game of soccer.

1.12 FINANCIAL RESPONSIBILITIES

1.12.01 This League shall not assume, nor be liable for the debts or the financial responsibilities, either implied or incurred, of any of its affiliate organizations, members, member teams, member coaches, or other parties.

1.12.02 The League shall maintain General Liability and Property insurance in the amount not less than $1,500,000 per individual and $1,500,000 per occurrence. The President shall have the responsibility of maintaining the insurance coverage with approval of the Board of Directors. All claims or suits against the League or its members shall be reported to the President immediately.

1.12.03 All youth players under the age of 19 and coaches registered with the League will be provided secondary medical insurance as provided by the California Youth Soccer Association,
US Club or other affiliate organizations. All injuries to be claimed against the medical insurance shall be in writing on proper forms obtained from the League Secretary. All injuries must be reported within 72 hours of the injury.

1.12.04 Monies in this Organization shall be divided into the General Operating Fund, Scholarship Fund and/or Field Development Fund. Establishment of other funds may be voted by the Board of Directors. Transfer of monies between established funds shall not be made except by a two-thirds (2/3) vote of the Board of Directors.

1.12.05 The President shall have final responsibility for all fiscal expenditures. All expenditures of monies shall be approved by the Board of Directors at regular meetings. However, the President shall have the power to make quick decision purchases for the good of the league, up to a maximum amount of $1,000.00. The President shall report all such expenditures to the Board of Directors.

1.12.06 All accounts of the League shall be paid by check and shall bear the signatures of the President and one other officer - specifically a Vice President or Treasurer.

1.12.07 Fundraising: All fundraising activities conducted on behalf of this Organization or using the League’s name must be conducted under the following conditions.:
Approved in advance by a majority vote of the Board of Directors in attendance at the meeting where the matter is on the Agenda. Any approval must clearly state the purpose of the fundraiser and the goal for the amount of funds to be raised. Advertising must be conducted in such a manner that the purpose of the fundraiser is clear and the goal for the amount of funds to be raised is stated.
Priority shall be given to all other methods of raising funds by the Organization other than direct sale by players.

1.12.08 Fields: Funds and resources to develop, improve or maintain fields shall be done in such a manner as to benefit the larger community. This Organization shall not use its funds to develop fields that are for its exclusive use.

1.12.09 The books of the league shall be reviewed yearly in January as provided in 1.13.04.

1.13 STANDING COMMITTEES

1.13.01 The following Standing Committees shall be formed as needed to aid this Organization in fulfilling responsibilities:
Awards Committee
Disciplinary Protests and Appeals Committee
Finance & Audit Committee
Nominating & Election Committee
Team Formation Committee
Tournament Committee
Except as otherwise specified in these Bylaws, all Committee members shall be appointed by the Board of Directors. The Committees shall perform the specific duties listed below and other related duties as may be assigned by the President or the Board of Directors. All Committees shall submit a report annually to the League and at other times as requested by the Board of Directors.

1.13.02 AWARDS COMMITTEE:
Members: Vice President - Chair
2 Non-coaching Parents
2 Coaches (Can be Board Members)
Responsibilities:
Select, within the budgeted limit, awards, certificates, or symbols of recognition or participation for League members and benefactors.
Purchase, with Board approval, selected items in a timely manner enabling distribution to all recipients by the end of the season.

1.13.03 DISCIPLINARY, PROTESTS AND APPEALS COMMITTEE
Members: League Counselor - Chair
Vice President Referees
Vice President Registration
2 Coaches (Can be Board Members)
(In the event of a conflict of interest, the President shall appoint a temporary substitute.)
Responsibilities:
Meet, when called upon, to review and decide an appropriate action regarding the behavior of a player, coach, parent or other League member.
Meet, when requested, by any member of the Committee, a player, a coach, or other member, to hear objections to current league Rules, Regulations and Policies regarding standard discipline.
Gather all pertinent facts Related to the alleged misconduct, render opinions regarding the alleged misconduct and then report these findings and opinions to the Board of Directors. The Board of Directors shall then vote whether or not to impose discipline.
This committee shall also meet for the purpose of hearing all protests and appeals filed in accordance with 1.16 of the Bylaws. The committee shall gather pertinent facts from those involved on the various sides of the protest or appeal, and then render a decision upholding, denying or placing special conditions on any protests or appeals. The committee shall then notify the President, the Board of Directors, and those involved in the protest or appeal of the outcome of all hearings.

1.13.04 FINANCE AND AUDIT COMMITTEE:
Members: Treasurer - Chair
2 Non-coaching Parents
2 Coaches (Can be Board Members)
Responsibilities:
Review and evaluate the League’s financial condition to ensure solvency.
Develop methods of raising money and oversee any fundraising activities.
Make recommendations to the Board of Directors regarding financial matters.

1.13.05 NOMINATING AND ELECTION COMMITTEE:
Members: Vice President - Chair
2 Non-coaching Parents
2 Coaches (Can be Board Members)
Responsibilities:
Present a slate of nominees to the Board of Directors at the November meeting.
Notify the Information & Communications Coordinator of all nominees for distribution to all members.
Prepare ballots for distribution and voting at the Annual General Meeting if necessary.
Select two members from the Committee, not running for office, to count and certify election results if necessary.
Report election results to the President for announcement.

1.13.06 TEAM FORMATION COMMITTEE:
Members: Vice President Registration - Chair
2 Non-coaching parents (Can be Board Members)
2 Coaches (Can be Board Members)
Responsibilities:
Form all in house recreational teams (non-Club Soccer teams) in strict compliance with the current rules and regulations governing team formation.
Committee members are to divide their duties so that no committee member is directly involved in the team formations of the age group in which they either coach or have a child playing.

1.13.07 TOURNAMENT COMMITTEE
Members - Vice President - Chair
Vice President Coach and Player Development
3 Non-Coaching Parents (Can be Board Members)
Responsibilities:
Plan, organize and carry out intra League tournaments and/or cup play sponsored by the League and/or organization.
Advise the Organization on hosting of inter-League or other tournaments.
Maintain roster of tournaments available for team entries from the League and keep potentially eligible teams notified.
Promote league and team participation in tournaments.

1.15 VACANCIES

1.15.01 In the event of a vacancy on the Board of Directors, with the exception of the President of the League, such vacancy shall be filled by the action of the President with approval of the Board of Directors for the unexpired term. The Vice President Youth shall automatically become President if that position becomes vacant and fulfill the President’s remaining term.

1.16 PROTESTS AND APPEALS

1.16.01 Any member Coach, Player, Parent or referee as defined in 1.06.01, may originate a formal protest or appeal regarding the outcome of a game or an in-game disciplinary action. All protests and appeals are to be filed in writing with a member of the Board of Directors of the League within two (2) calendar days (Sundays and holidays excluded) following the date of the game or disciplinary action being protested or appealed. The Board member receiving the
protest or appeal shall notify the president and forward the protest or appeal to the League Counselor for action by the Protest and Appeal Committee.

1.16.02 A fee of one hundred dollars ($100) must accompany any protest filed. The fee will be returned in the event the protest or appeal is upheld. In the event of a denial, the fee will be retained by the League.

1.16.03 All actions of the Protest and Appeals Committee shall be reported in writing to the Board of Directors. The decisions of the Committee are final. Further appeal may be made to the Commissioner of District 5 of the CYSA, US Club or other appropriate affiliate organizations.

1.16.04 In the matter of Protests and Appeals, no person(s) associated with the operations of this association at any level (team, league district, state) may initiate any court proceeding or invoke the aid of any court without first exhausting all available remedies within CYSA/USYS/USSF, including a final appeal to the USSF council at the annual general meeting, or other similar such remedies of any affiliate organizations.

1.16.05 For violation of 1.16.04, the offending party(ies) shall be subject to the sanctions of suspension and fines, and shall be liable to CYSA/USYS/USSF/US Club for all expenses incurred by CYSA/USYS/USSF/US Club in defending each court action, including but not limited to the follow:
Court costs
Attorney fees
Reasonable compensation for time spent by CYSA/USYS/USSF/US Club officers and employees in responding to and defending against allegations in the action including responses to discovery and court appearances.
Travel expenses
Expenses for holding NYSL/CYSA/USYS/USSF/US Club meetings necessitated by each action.

1.17 AMENDMENT OR ADDITIONS

1.17.01 No amendment or additions shall be made to the Bylaws except by vote of the General Membership at the Annual General Meeting or at a special meeting convened by the Board of Directors for that purpose. Any change to the Bylaws will require a two-thirds vote of the General Members present.

1.17.02 Thirty (30) day notice in writing must be given to the Secretary of any proposed Bylaw amendments or additions. The Secretary shall distribute a notice of the meeting where proposed Bylaw amendments or additions will be considered to all members of the League at least fourteen (14) days in advance of any meeting considering Bylaw amendments or additions. The notice shall include the date, time and place of the upcoming meeting and where copies of proposed changes can be obtained.

1.17.03 In addition to the Bylaws, the League may maintain a set of Rules, Regulations, and Policies. These Rules, Regulations and Policies may be reviewed and revised annually by the Board of Directors. After they are formally adopted further change of or additions to the Rules, Regulations and Policies may be made by a two-thirds vote of a quorum of
the Board of Directors. Board Members must be given seven (7) days notice, in writing, of any proposed change or addition to the Rules, Regulations and Policies.

1.18 DISSOLUTION

1.18.01 Should this league or Organization be dissolved, all assets remaining after payment of all debts shall be turned over to the California Youth Soccer Association, US Club or other affiliate organization for the express purpose of the development of youth soccer.

1.19 ITEMS NOT COVERED

1.19.01 Any items not covered in these Bylaws shall be left to the sole discretion of the Board of Directors.