BY-LAWS OF CONGAREE RAPID FOOTBALL CLUB
ARTICLE 1 NAME / AFFILIATION
This organization shall be known as Congaree Rapid Football Club (a/k/a Congaree Rapid FC) (hereinafter called “THE CLUB”) and shall be affiliated with and in compliance with ALL rules, policies and procedures of the SC Youth Soccer (hereinafter “SCYS”), and the United States Youth Soccer (hereinafter "USYS"), United States Soccer Federation (hereinafter “USSF”).
SC Youth Soccer By-laws, policies and requirements take precedence over and supersede the governing documents and decisions of “THE CLUB” and its members to the extent applicable under State law and “THE CLUB” and its members will abide by those by-laws, policies and requirements.
New clubs containing competitive teams, applying for membership into SC Youth Soccer must have a “60/40” split between recreation players and competitive players upon making application. Sixty percent (60%) of the players must be recreation, while no more than forty percent (40%) may be competitive.
ARTICLE 2 PURPOSE
“THE CLUB” shall develop, promote and administer a youth soccer club for players residing primarily in South Carolina on behalf of teams, players, coaches, referees, parents and administrators consistent with the bylaws, policies and procedures of SC Youth Soccer, US Youth Soccer, USSF and the United States Olympic Committee (USOC).
ARTICLE 3 OFFICES
The principal office of “THE CLUB” shall be located in the State of South Carolina. The address of the resident agent of “THE CLUB” required by the South Carolina Not-For-Profit Corporation Act of said state may be, but need not be, identical with the principal office of “THE CLUB”. The address - P. O. Box 2135, West Columbia, SC 29171 - of the principal office and the designation of the resident agent may be changed from time to time as authorized by the Board of Directors.
ARTICLE 4 SEASONAL PLAYING YEAR / FISCAL YEAR / REGISTRATION
The seasonal playing year of “THE CLUB” shall begin on the first day of August in each year and end on the last day of July in the following year.
The Board of Directors shall determine the fiscal year.
“THE CLUB” shall register with SC Youth Soccer every individual player, coach, team and administrator that is sponsored, financed, coached, organized or administered by “THE CLUB” with an organization member of USSF. Reasonable proof of membership shall be submitted to SC Youth Soccer upon request.
“THE CLUB” shall consist of Select U13-U18, Junior Academy U8-U12, and Recreational U4-U16 players. “THE CLUB” assumed all financial duties of West Metro SC (rec) in 2014 and 2015 and agreed via unanimous vote to merge with “THE CLUB” effective Fall 2015.
ARTICLE 5 EQUAL OPPORTUNITY
“THE CLUB” will not discriminate against any individual on the basis of race, color, religion, age, sex or national origin.
ARTICLE 6 ROBERT’S RULES OF ORDER
Except as otherwise provided in these bylaws, all meetings of the Board of Directors shall be conducted in accordance with the latest authorized edition of Robert’s Rules of Order.
ARTICLE 7 MEMBERSHIP
Membership in “THE CLUB” is comprised of members who are Parent(s), Guardians or Representatives of registered players, whose paid fees are up to date.
7.1-1 Adherence to Standards
Each Member who is a Parent(s), Guardian(s) or Representative(s) of a Player(s) will adhere to the bylaws, policies and requirements of “THE CLUB”, and SC Youth Soccer, US Youth Soccer, USSF and USOC, where applicable.
7.1-2 Voting Rights
Members who are Parent(s), Guardian(s), or Representatives of Players that are in good standing with “THE CLUB” shall have the right to vote at the Annual General Meeting and any special meeting of the membership of “THE CLUB”. Members who are Parent(s), Guardian(s), or Representatives of registered players may attend and are entitled to one vote per family.
7.2 Membership Meetings
7.2-1 Annual General Meeting of Members
“THE CLUB” shall have an annual general meeting of its members. The Board of Directors shall determine the date, time and location of that meeting. Written notification by mail, e-mail, newsletter, or posting at the playing fields of the Club to all Members shall be made at least thirty (30) days prior to the Annual General Meeting.
7.2-2 Special Meetings
The Board of Directors may call a special meeting of the membership at any such time, as the Board of Directors deems necessary. Written notice of the meeting by mail, e-mail, newsletter, or posting at the playing fields of the Club must be given to all Members at least ten (10) days in advance of the special meeting.
A quorum shall consist of the smaller, twenty five (25) Members or twenty five percent (25%) of the total number of Members.
7.2-4 Majority Vote Requirement
Action of the membership shall be by majority vote, unless otherwise provided by these by-laws.
ARTICLE 8 BOARD OF DIRECTORS
8.1 General Authority
The business, property and affairs of “THE CLUB” shall be managed and controlled by a Board of Directors as from time to time constituted. All authority of “THE CLUB” shall be vested in a Board of Directors, unless specified otherwise in these bylaws. The Board of Directors is responsible for developing and enforcing the bylaws, policies and activities of “THE CLUB”, including but not limited to decisions affecting membership status and appeals procedures. The Board of Directors may delegate responsibility for day-to-day operations associated with these activities.
8.2 Board Composition
There shall be a minimum of five (5) Officers of “THE CLUB”, which number may from time to time be increased by resolution adopted by not less than a majority of the Board of Directors. Except as otherwise provided in these By-Laws, all members of the Board of Directors shall have and be subjected to the same and equal qualifications, rights, privileges, duties, limitations and restrictions.
8.3 Restrictions on Service on Board of Directors
A. The Board may remove or dismiss from office any appointed or elected member of the Board for reasonable cause by due process followed by a two-thirds (2/3) vote of the Board unless otherwise provided in these Bylaws and subject to the rules of SC Youth Soccer, US Youth Soccer, USSF and USOC.
B. The authority to determine breaches of duties of care, loyalty or candor shall rest with the Board. Generally, no Board member may financially gain as a result of any activity of the Board, or be associated with any company or organization contracting or doing business or potentially in conflict with “THE CLUB” in any form, unless the Board member has provided full disclosure and received authorization by a majority of non-interested members of the Board.
8.4.1 Regular Meetings
The Board shall hold regular meetings at least once each calendar quarter. The President shall determine the date, time, and location of these meetings and give reasonable notice of the meetings. Reasonable notice as it relates to “regular meetings” shall mean not less than seven (7) business days. Such notice shall include but not be limited to the agenda, date, time and place of the meeting. If the meeting is by a means other than in person, the notice shall also include the means by which the membership may observe the meeting.
8.4.2 Special Meetings
Meetings for a special purpose may be called by the President or upon written application by one quarter of the Directors. A minimum twenty four-hour notice of meetings for a special purpose shall be given and this notice shall state the purpose.
A Board Member may conduct any meeting through the use of, any means of communication by which all Directors participating may simultaneously hear each other during the meeting.
8.4.4 Meeting Minutes
Minutes of all meetings shall be maintained in the corporate minute books.
A quorum, consisting of 3 or 4 Officers of the Board, must be present at all times during Board meetings in order to conduct business.
The Officers of “THE CLUB” shall consist of the Executive Director, Vice-President, Secretary, Treasurer and Registrar. Officers shall be selected by an open and democratic election process. All officers of “THE CLUB” shall be residents of the State of South Carolina, unless otherwise specified in these Bylaws.
8.6.1 Executive Director
The Executive Director of “THE CLUB” shall have the following duties and responsibilities:
A. To oversee and coordinate the activities of “THE CLUB”, the Board of Directors, and designee(s) of the Board of Directors.
B. To preside at all Board meetings.
C. To serve (or delegate to other Board members to serve) as an ex-officio member of all “THE CLUB’S” committees, except the Nominating Committee.
D. To appoint special or ad hoc committees, subject to Board approval.
E. To sign money disbursements made in the name of “THE CLUB”
F. To appoint, subject to ratification by the Board, Chairs and other members of all standing committees, except where otherwise provided.
G. To perform all other duties as shall be necessary to promote and uphold the welfare of youth soccer and to positively affect "the good of the game" within the State of South Carolina.
The Vice President of “THE CLUB” shall have the following duties and responsibilities:
A. To assume the duties of the President in the case of the resignation of the President until the next Annual General Meeting following the resignation or during a temporary absence; or during the inability of the President to perform the functions of that office.
B. To perform other responsibilities assigned by the BOD or President.
The Secretary of “THE CLUB” shall have the following duties and responsibilities:
A. To oversee communication between “THE CLUB” and its Members to insure that all are kept informed of the activities of “THE CLUB”.
B. To maintain the official records of “THE CLUB”.
C. To be responsible for recording the minutes of all “THE CLUB’S” meetings, except for committee meetings, and to report such actions taken at these meetings to all Organization Members.
D. To be responsible for informing members of meetings, handling correspondence of “THE CLUB”, and carrying out such other duties as shall be delegated.
E. To perform other responsibilities assigned by the BOD or President.
The Treasurer of “THE CLUB” shall have the following duties and responsibilities:
A. To ensure the sound financial operation of “THE CLUB”.
B. To oversee the financial (including budget process) policies and procedures for “THE CLUB”.
C. To sign money disbursements made in the name of “THE CLUB”.
D. To present a statement of account at every regular meeting of “THE CLUB” or the Board and at other times when requested by the Board and make a full report at the Annual General Meeting.
E. To serve as Chair of the Finance Committee.
F. To perform other responsibilities assigned by the BOD or President.
The Registrar of “THE CLUB” shall have the following duties and responsibilities:
A. Must be properly certified as a registrar with SC Youth Soccer
B. To be responsible for proper registration of “THE CLUB” members with SC Youth Soccer and the certification thereof.
C. To be responsible for enforcing all SC Youth Soccer and US Youth Soccer Rules, Bylaws, and policies and requirements governing player registration and team assignment.
D. To be responsible for the storage and maintenance of records of “THE CLUB” regarding the registration of teams and players within “THE CLUB”, and ensure the confidentiality of player information.
E. Inform “THE CLUB” of the activities of SC Youth Soccer as it relates to tournaments, clinics, rule changes, and other matters of interest to “THE CLUB”.
F. To perform other responsibilities assigned by the BOD or President.
8.7 Terms of Office
Officers of “THE CLUB” shall take office at the close of the meeting at which they are elected by the Membership at the applicable Annual General Meeting, or immediately upon appointment by the Board in order to fill a vacancy. Officers shall serve two-year staggered terms of office. Approximately one-half (50%) of Officers, in order to provide for staggered terms, will be elected each year. An initial term schedule, approved by the board of directors, will be used to establish staggered terms.
Vacancies during the term of any Officer shall be filled by appointment by the President, subject to ratification by a majority vote by the Board. However, the Vice President shall fill a vacancy in the Office of the President and the Board will then elect a new Vice President. Any person appointed to fill a Director vacancy shall serve for the balance of the term of the vacating Director. The Board may create special committees or task forces as needed for the effective oversight of “THE CLUB’S” operations.
ARTICLE 9 INDEMNIFICATION
To the extent not inconsistent with the laws of the State of South Carolina, every person (and the heirs estate, executors, administrators and personal representatives of such person) who is or was an Officer or paid staff of the “THE CLUB” shall be indemnified by “THE CLUB”.
ARTICLE 10 RISK MANAGEMENT
“THE CLUB” shall enforce and comply with ALL Risk Management policies and requirements set forth by the SC Youth Soccer and U S Youth Soccer (USYS).
ARTICLE 11 AMENDMENTS TO BYLAWS AND THE CONSTITUTION
A. Any proposed amendments of “THE CLUB” Bylaws or Constitution shall be submitted in writing to the Board at least thirty (30) days prior to the Annual General meeting at which the proposed amendments will be submitted for a vote.
B. In order to adopt the proposed Bylaw, two-thirds (2/3) of the votes cast at said meeting must vote in favor of the proposed modifications.
ARTICLE 12 PRIORITY
In the event of a conflict between the by-laws of “THE CLUB” and the by-laws, policies and requirements of SC Youth Soccer, the by-laws, policies and requirements of SC Youth Soccer shall govern.
ARTICLE 13 EXEMPT STATUS
Any and all assets of “THE CLUB” are permanently dedicated to exempt purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of future laws). “THE CLUB” shall not be operated for pecuniary profit and shall have no capital stock and shall make no distribution of dividends to its members, officers or persons having a private interest in the activities of “THE CLUB”, except that “THE CLUB” shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these Bylaws.
No substantial part of the activities of “THE CLUB” shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and “THE CLUB” shall not participate in, or intervene in (including the publishing or distribution or statements) any political campaign on behalf of any candidate for public office. In the event “THE CLUB” is dissolved, the Board shall pay, satisfy and discharge all liabilities and obligations of “THE CLUB” or make adequate provisions therefore and distribute all remaining assets of “THE CLUB” to an organization or organizations engaged in activities substantially similar to those of “THE CLUB” and organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at that time qualify as an exempt organization under Section 501 (c)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of future laws).
Date of revision: 12/10/2015