Article 1. General Provisions
Section 1.01 The name of this corporation is Pepperell Youth Soccer League Association, Inc. and shall herein be referred to as “the Association”.
Section 1.02 The principal business office of the Association shall be in Massachusetts.
Section 1.03 The fiscal year of the Association shall begin on January 1 and conclude on the following December 31 of each year.
Section 1.04 The membership of the Association shall consist of current Board members, Coaches, and Parents or Legal Guardians of registered players of the Association. Active membership within the Association shall be maintained by:
- Coaches until the day immediately preceding the start of a season for which they are not on a coaching roster.
- Parents and Legal Guardians until the day immediately preceding the start of a season for which their child is not a registered player.
- Board members until removal or resignation from office (Article 9) unless active status as a Coach or Parent or Legal Guardian is maintained.
Active members must be in good standing. A person shall not be deemed a member in good standing if suspended for disciplinary reasons (Section 7.06).
Article 2. Statement of Purposes
Section 2.01 The mission of the Association is to promote and enhance the welfare of the youth of the Town of Pepperell; to foster their social and physical growth through the game of soccer; to instill a passion and enthusiasm for the sport in every involved family, player, coach and referee; to perpetuate the growth of soccer while remaining a valued organization serving the town of Pepperell.
Section 2.02 The Vision of the Association is to:
- Provide recreational and competitive soccer programs for the youths of Pepperell by affording all players, at every ability, a fun, fair and appropriately challenging and rewarding experience.
- Provide every child within Pepperell, who wishes to participate, a safe environment to enjoy soccer free from bias, discrimination, ridicule and intimidation.
- Not deny any child from participation for financial reasons and will provide player scholarships for those families seeking financial assistance.
- Promote respect for teammates, opponents, coaches, referees, fans, and players through the reinforcement of non-soccer specific skills such as communication, discipline, responsibility, respect, sportsmanship and teamwork.
- Make available professional training and development for all players, coaches, and referees.
- Solicit feedback and engage in regular, open communication with families to help shape and continually improve the program.
Article 3. Board of Directors
Section 3.01 The business and affairs of the Association shall be controlled and governed by the Board of Directors, which shall have the right to exercise all powers of the Association as permitted by law.
Section 3.02 Unless otherwise proposed and accepted by a majority vote of the members present at an Annual Meeting (Section 5.03), the number of members of the Board shall be not less than 9 and no more than 13 members elected at large who shall be representative of the membership of the Association.
Section 3.03 The term of office of Board members shall be three (3) years. Terms shall expire upon the calling of the Annual Meeting to order in a Board member’s final term year. Board members shall be divided into three (3) approximately equal classes based upon their term expiry. Board members may not serve more than three (3) consecutive full terms unless approved by a two-thirds vote of the Board membership prior to the Annual Meeting (Section 5.03).
Section 3.04 The Board shall be elected by a majority vote of the membership of the Association present and voting at the Annual Meeting (Section 5.03). Board members shall take office immediately upon election.
Section 3.05 If the current number of Board Members is less than the maximum number of Board Members (Section 3.02), new Board Members may be elected at any Regular Meeting by a majority vote of the membership of the Association present and voting at the meeting. Nominations from the membership shall be submitted to the Nominating Committee at least fourteen (14) days in advance of the Regular Meeting. The Nominating Committee shall provide a list of Board nominees to the membership at least four (4) days prior to the Regular Meeting.
Article 4. Officers of the Association
Section 4.01 The Officers of the Association shall be President, Vice-President, Secretary, and Treasurer.
Section 4.02 The election of officers shall take place at the Regular Meeting (Section 5.02) immediately following the Annual Meeting (Section 5.03) at which new Board members are elected to the board or within thirty (30) days of the Annual Meeting. Officers of the Association shall be elected by majority vote of the Board then serving from present members of the Board (Article 3). Elected officers will take office immediately upon election.
Section 4.03 The term of office for Officers of the Association shall be one (1) year.
Section 4.04 The President shall have general charge and supervision of the affairs of the Association; shall preside at all meetings (Article 5) of the Association; be the official representative of the Association; shall serve as an ex-officio member of all committees; and shall appoint all committee chairmen with approval of the Board.
Section 4.05 The Vice-President shall assist the President in the execution of the President’s duties as delegated, shall have and may exercise all the powers of the President during the President’s absence or in the event of the President’s inability to act.
Section 4.06 The Treasurer shall be the chief financial and accounting officer of the Association, in charge of all accounts and financial records, and shall report regularly to the Board. The Treasurer’s reports shall be included in the minutes of the monthly meeting they were reported in. The Treasurer is also responsible for the filing of Federal and State tax returns, and filing the annual report with the state of Massachusetts corporations division.
[see: Treasurer Core Responsibilities and Policies]
Section 4.07 The Secretary shall serve as Clerk of the Association and shall:
- Perform the duties required under Massachusetts General Laws, Chapter 180.
- Maintain current Board (Article 3), Officer (Article 4) and Committee (Article 7) membership lists, including names, term, tenure, and contact information.
- Create and maintain Association records, including those of all proceedings of the Association and attendance thereof, and keep said records in the Association’s electronic file share or principal office.
- Record all votes taken by the Board (Article 3) at all Meetings (Article 5).
- Provide a copy of the minutes of the previous meeting to the Board in a timely manner. Any action within the minutes should be highlighted with the Board member(s) responsible for completion of actions.
- Provide access to books or records requested for inspection by any director, or agent or attorney thereof, for any proper purpose at any reasonable time.
Section 4.08 A vacancy in the office of an Officer may be filled by the Board at any Regular Meeting (Section 5.02), subject to majority vote by the Board.
Section 4.09 An Officer shall not be eligible to hold a stipend position within the Association.
Article 5. Meetings
Section 5.01 A majority of the Board of Directors then serving, in addition to Association Members present and voting, shall constitute a quorum at the Annual Meeting (Section 5.03). A majority of the Board of Directors then serving shall constitute a quorum at any Regular or Special Meeting. A majority of those present at any meeting shall have power to act in all matters.
Section 5.02 All Regular Meetings are to be publicly posted, at least 48 hours in advance, to all members of the Association with location, date, and time of said meeting. Meetings are open to all Members of the Association. The Board shall have Regular Meetings (Section 5.02) a minimum of eight (8) times per calendar year.
Section 5.03 The Annual Meeting of the Association shall be held immediately prior to the final Regular Meeting of the calendar year. The main purpose of this meeting shall be to elect Board members for those positions with terms expiring or to fill Board vacancies. Nominations from the membership shall be submitted to the Nominating Committee at least fourteen (14) days in advance of the Annual Meeting. The Nominating Committee shall provide a list of Board nominees to the membership at least four (4) days prior to the Annual Meeting.
Section 5.04 Special Meetings may be called upon written application of three (3) or more Board Members entitled to vote there at. Notice of said Special Meeting shall be sent to all members of the Board at least four (4) days prior, or when greater urgency is required 24 hours prior, to the date on which said meeting is scheduled. Special Meetings are not required to be open to the members of the Association at large and do not require public posting or public notification. Voted decisions and/or actions from any Special Meeting shall be included in the minutes of the next Regular Meeting (Section 5.02).
Section 5.05 Executive Sessions may be called by any Board Member during a Regular Meeting (Section 5.02) or Special Meeting (Section 5.04), subject to majority vote. Executive Sessions shall be called in order to discuss sensitive matters including but not limited to, conduct of an Association Member, a minor by name, or contractual matters which could have a detrimental effect on the Association if discussed in a public forum. A separate meeting summary shall be kept for all Executive Sessions outlining only the topics discussed and votes taken and shall remain confidential to active Board members and shall be kept by the Secretary. Only voted decisions and/or actions and/or conclusions from an Executive Session are to be included in the minutes of the Regular or Special Meeting.
Section 5.06 The Secretary, or in the case of absence, incapacity, or refusal of the Secretary, any other member of the Board, shall capture official minutes from all meetings and keep them on file for a minimum of two years. Minutes shall be approved within 60 days or within the next two Regular Meetings (Section 5.02), whichever is longer. Approved minutes shall be provided to members of the Association upon written request.
Section 5.07 One or more members of the Board may attend any annual, regular, special, or committee meeting of the Board through telephonic, electronic, or other means of communication by which all Board members have the ability to fully and equally participate in all discussions and voting on a substantially simultaneous basis. Such participation shall constitute presence in person at such meeting.
Article 6. Corporate Transactions
Section 6.01 The board of directors may authorize any officer or officers, agent or agents of the corporation in addition to the officers so authorized by these bylaws, 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 by specific instances.
Section 6.02 All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the corporation, shall be signed by the president or treasurer.
[see: Operations and Reserve funds Policies and Processes]
Section 6.03 All funds of the corporation shall be deposited in a timely fashion to the credit of the corporation in its bank by the Treasurer or President.
Section 6.04 The board of directors or any authorized officer or agent may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation.
Section 6.05 The corporation’s transactional records will be kept on line at its financial institution.
[see: Treasurer Core Responsibilities and Policies]
Article 7. Committees
Section 7.01 The Board may create such standing and special committees as it determines to be in the best interest of the Association. The Board shall determine the duties, powers, and composition of such committees, except that the Board shall not delegate to such committees those powers which by law may not be delegated. Each such committee shall submit to the Board at such meetings as the Board may designate, a report of the actions and recommendations of such committees for consideration and approval by the Board. Any committee may be terminated at any time by the Board.
- All committee chairs and a majority of each committee shall be current Board members.
- A majority of the committee’s voting members shall constitute a quorum.
- Minutes of all committee meetings shall be taken, approved, submitted to the Board, kept by the Secretary, and be open to members of the Association upon request.
- Executive Sessions may be called by any Committee Member during a Committee Meeting, subject to majority vote.
Section 7.02 The Association shall adhere to the “Procedures for Disciplinary Actions and Appeals & Grievances and Complaints and Appeals” as published by Massachusetts Youth Soccer Association.
Section 7.03 Meetings of committees of the Board shall be held at such times and places as may be fixed by each committee or its chair. Committee members and the Board shall be notified via email of any meeting in advance. All meetings shall be open to active Board members, unless posted as Executive Session. Committee meetings held in executive session shall be open only to active members of said Committee.
Article 8. Voting Rights of Members
Section 8.01 The Board (Article 3) are the only members of the Association authorized and entitled to vote at a Regular Meeting (Section 5.02) or Special Meeting (Section 5.04) involving the business and policy decisions of the Association.
Section 8.02 The Board (Article 3) are the only members of the Association authorized to vote on the elections of the Officers of the Association (Article 4).
Section 8.03 The membership of the Association (Section 1.04) present at the Annual Meeting (Section 5.03) shall be entitled to vote on the election of new Board members (Article 3).
Article 9. Resignation and Removal
Section 9.01 Any Board Member, Officer, Director, Committee Chairperson, Committee Member, Coach, Assistant Coach, or other person in a position or function within the Association may resign by submitting a written letter of resignation to the President, Vice-President, or Secretary. The resignation shall be effective upon acknowledgment of receipt of said resignation.
Section 9.02 The Board may vote to remove a Board Member after said Board Member has missed three (3) consecutive regular meetings without legitimate excuse or resignation provided to the Secretary.
Section 9.03 A member or person in any position or function within the Association may be removed from that office, position, or function upon a two-thirds vote of Board members then serving at any Regular Meeting (Section 5.02) or Special Meeting (5.04), pursuant to Section 7.02.
Article 10. Roles and Responsibilities
Section 10.01 The President shall appoint annually, from current Board members (Article 3) and with Board approval, the following roles:
- Coaching Director [see: Position Duties – Coaching Director]
- In-Town Director [see: Position Duties – In-Town Director]
- League Representative [see: Position Duties – League Representative]
- Registrar [see: Position Duties – Registrar]
- Risk Manager [see: Position Duties – Risk Manager]
Section 10.02 The President shall appoint annually, from current Association members (Section 1.04) and with Board approval, the following roles:
- Fields Director [see: Position Duties – Fields Director]
- Equipment Director [see: Position Duties – Equipment Director]
- Fundraising Director [see: Position Duties – Fundraising Director]
- Marketing and Outreach Director [see: Position Duties – Marketing and Outreach Director]
Section 10.03 Positions outlined in Section 10.01 and Section 10.02 may, at the Board’s discretion, be assisted by ad-hoc volunteers or designated Assistant Directors. Such volunteers and Assistant Directors shall not be required to maintain active membership in the Association to fulfill said position.
Section 10.04 The Board may, at its sole discretion, appoint stipend positions.
Section 10.05 In the event of a vacancy, the Board shall elect a successor within 30 days of said vacancy.
Section 10.06 Each rostered team shall have one head coach and up to two assistant coaches. In addition, In-Town teams shall have one team parent. [see: Position Duties – Coaching Staff, Position Duties – Team Parent]
Article 11. Conflicts of Interest
Section 11.01 Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the corporation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.
Article 12. Amendments
Section 12.01 Revision or amendments to the Bylaws may be proposed by any member of the Association. Any such proposed revision or amendment shall be submitted in writing to the Board not less than sixty (60) days prior to the date of the next Annual Meeting.
Section 12.02 Each member of the Association shall receive in writing all proposed revisions or amendments to the bylaws not less than fourteen (14) days prior to the next Annual Meeting.
Section 12.03 Proposed revisions or amendments to the bylaws shall be presented by the Board to the membership at such next Annual Meeting. A two-thirds vote of the current Board members then serving shall be required to revise or amend the bylaws.
Section 12.04 Establishment, revision, or amendments to Policies and Procedures may be proposed by any Board member. Any such proposal shall be submitted in writing to the Board not less than fourteen (14) days prior to any Regular Meeting. A two-thirds vote of the current Board members then serving shall be required to establish, revise, or amend any Policy and Procedure.