Gorham Youth Soccer Association By-laws:
Approved 01.05.04-- revised and re approved 3/5/2007
Article I Names & Offices
Section 1. Name. The name of this Corporation is Gorham Youth Soccer Association
(GYSA).
Section 2. Offices. The principal office of the corporation shall be located in the town of
Gorham, County of Cumberland, and State of Maine. The Corporation may change the
location of the principal office of the Corporation, from time to time, within the town of
Gorham as the purpose of the Corporation may require.
Article II Affiliations
Section 1. This Corporation shall maintain affiliations with SoccerMaine, (United
Soccer Federation of Maine (USFM)), the United States Soccer Federation (USSF) and
the United States Youth Soccer Association (USYSA).
Section 2. The USSF and SoccerMaine Articles of incorporations, bylaws, policies, and
requirements take precedence over and supersede the governing documents and decisions
of GYSA and its members to the extent applicable under Maine state law. GYSA and its
members will abide by those Articles, bylaws, policies, and requirements of
SoccerMaine.
Article III Purpose
Section 1. The mission of GYSA is to develop well balanced successful individuals in a
team environment through instruction of the technical, tactical, physical and
psychological aspects of soccer.
Section 2. To affect the foregoing purposes of this Corporation, the Corporations shall
have such powers as are conferred upon non-profit corporations by the Maine Non-Profit
Corporations act, provided that:
a) No part of the net earnings of the Corporations shall inure to the benefit of any
member, Director Officer of the Corporation or private individual (except that reasonable
compensation may be paid for services rendered to or for the Corporation affecting one or
more of its purposes). No member, Director, officer of the Corporation or private
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individual shall be entitled to share in the distribution of any corporate assets upon
dissolution of the Corporation.
b) No substantial part of the activities of the Corporation shall be carrying on propaganda
or otherwise attempting to influence legislation, and the Corporation shall not participate
in or intervene in (including the publication or distribution of statements) any political
campaign of behalf of any candidate for public office; and
c) The Corporation shall not conduct or carry on any activities not permitted to be
conducted or carried on by any organization exempt under Section 501 (C) (3) of the
Internal Revenue Code of 1986 and the regulations there under as they now exist or as
they may hereafter be amended. GYSA shall maintain its tax-exempt status under the
Internal Revenue Code
Article IV Membership
Section 1. Members include any person admitted as such by the Board of Directors after
completing the application and registration procedures of GYSA. Registrations for
players, coaches, trainers, managers, administrators, and officials may be accepted during
the defined registration period.
Section 2. A member player is a person eight years of age or older or playing with peer
group by August 1 who is a Maine resident and who is admitted by GYSA after
completing the application and registration procedures of GYSA. A member parent is the
parent/guardian of a member player.
Section 3. A member coach, trainer, manager, administrator, or official is a person who is
admitted by GYSA after completing the appropriate GYSA registration procedures.
Section 4. Requirements of Membership
a) Players. Before an individual may be admitted as a member player, the individual, or
the individual's parent or guardian in the case of a minor, must submit a written and
signed registration/application on a form approved by the Corporation, pay the
Corporation the appropriate fee(s), submit proof of age and otherwise comply with any
additional requirements as shall be established by the Corporation.
b) Coaches, trainers, managers, administrators, or officials. Before an individual may be
admitted as a member coach, trainer, manager, administrator or official, the individual
must submit a written and signed registration application on a form approved GYSA and
comply with any additional requirements as shall be established by GYSA.
c) Clubs. GYSA, as a condition of membership in SoccerMaine, shall affirm that its
players coaches and officers shall abide by the constitution and bylaws of SoccerMaine
and shall properly register and re-register each and every soccer player, coach, trainer,
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manager, administrator, and official in its organization in a timely manner and consistent
with the procedures of SoccerMaine.
Section 5. Renewals. Any member players, or member coach, trainer, manager,
administrator, or official in good standing may renew membership in GYSA by
complying with the re-registration/renewal procedures as established by the Board of
Directors.
Section 6. Non Discrimination. Membership in this club shall not be denied to any
individual or soccer organization because of race, color, age, religion, national origin,
ethnic identity, parental or marital status, sex or sexual orientation. GYSA shall adopt
and follow SoccerMaine policies prohibiting sexual and physical abuse.
Section 7. The rights and privileges of any member player, member coach, trainer,
manager, administrator, or official, may be suspended for cause by majority vote of the
Board of Directors (see Article X Member Discipline)
Article V Directors
Section 1: Number and Qualification. The entire Board of Directors shall consist of at of
least three, but not more than eighteen persons all of whom shall be 18 years age
minimum.
Section 2: Election and Term of Office. Directors shall be elected by a majority vote by
the current Board of Directors. Directors shall hold office for two years after their
election or until their successors shall have been elected.
Section 3: Duties and Powers. The Board of Directors shall have control and management
of the affairs of the Corporation. The directors shall in all cases act as a Board, regularly
convened, and, in the transaction of business, the act of a majority present at a duly
convened meeting shall be the act of the Board, provided a quorum is present. The
directors may adopt such rules and regulations for the conduct of their meetings and the
management of the Corporation as they may deem proper, consistent with the law and
these By-Laws.
Section 4: Meetings. The Board of Directors shall meet annually for the election or
appointment of officers and for the transaction of any other business prior to the month of
February each year, and other regular meetings of the Board of Directors may be fixed at
such times and places as the Board may from time to time determine. Special meetings of
the Board of Directors may be called by the President or by written request of any
director.
Section 5: Notice of Meetings. Regular meetings of the Board may be held without
notice, if the time and place of the meetings are fixed by the Board. Notice of special
meetings shall be sent to each director by the United States Mail addressed -to him or her
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at least three (3) days before the meeting. Notice of a meeting of directors need not be
given to any director who signs a waiver of notice, either before of after the meeting.
Section 6: Place of Meeting. The Board of Directors may hold its meetings within the
town of Gorham at such place as may be designated by the Board.
Section 7: Quorum. At any meeting of the Board of Directors the presence of a majority
of the Board then in office shall be necessary to constitute a quorum for the transaction of
business. Should a quorum not be present, a lesser number may adjourn the meeting to
some future time.
Section 8: Voting. At all meetings of the Board of Directors, each director shall have one
vote.
Section 9: Vacancies. Any vacancy occurring in the Board of Directors shall be filled
by the affirmative vote of a majority of the remaining Directors or, at their discretion, a
special meeting of the Corporation may be convened to fill a vacancy. A person elected
or appointed to fill a vacant position shall serve as a director in that position for the
balance of the unexpired term of his or her predecessor in office. A directorship to be
filled by reason of an increase in the number of Directors shall be filled by affirmative
vote of the Board of Directors.
Section 10: Compensation. No compensations shall be paid to any Director of the
Corporation.
Article VI Officers
Section 1: Officers and Qualifications. The officers of the Corporation shall be a
President, Vice President, Coaching Director, Registrar Secretary and Treasurer and such
other officers as shall be determined by the Board. No person shall hold more than one
(1) office at any time.
Section 2: Election and Term of Office. The officers shall be elected by a simple majority
vote of the Board of Directors. Elections shall be held by the Board of Directors at its
annual meeting prior to February. All officers shall hold office until their successors have
been duly elected and have qualified, or until removed as herein provided.
Section 3: Removal of Officers. Any officer may be removed by a majority vote of the
Board of Directors either with or without cause whenever, in its judgment, the best
interest of the Corporation will be served thereby.
Section 4: Duties of Officers. The duties and powers of the officers of the Corporation
shall be as follows and as shall hereafter be set by resolution of the Board of Directors.
President: The President or designee shall preside at all meetings of the Corporation. He
or she shall present at the annual meeting of the directors and report of the condition of
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the status of the Corporation. He or she shall cause to be called regular and special
meetings of the directors in accordance with the requirements of statute and of these ByLaws. He or she shall sign and execute all contracts in the name of the Corporation,
and all notes, drafts or other orders for the payment of money. He or she shall enforce
these By-Laws and perform all the duties incident to his or her office and which required
by law, generally, shall supervise and control the affairs of the Corporation.
Vice President of Administration: In the absence of the President, or in the event of the
President's inability or refusal to act, the Vice President of Administration shall perform
the duties of the President, and when so acting, shall have all of the powers and duties of
the President. The Vice President of Administration shall perform such other duties as
from time to time may be assigned to him or her by the President or by the Board of
Directors.
Secretary: The Secretary shall have the care and custody of the books and records of the
Corporation. He or she is responsible for a true and accurate recording of the transactions
of the Board of Directors, if any, unless some other secretary of that meeting is
appointed. He or she shall certify the transactions of the Corporation in whatever form
may be required to authenticate its affairs. He or she shall further perform all duties
incident to the office of the Secretary of the Corporation.
Treasurer: The Treasurer shall have the care and custody of and be responsible for all the
funds of the Corporation, and shall deposit such funds and any securities in the name of
the Corporation in such banks or safe deposit companies as the Board of Directors may
designate. He or she shall possess and make, in the name of the Corporation, all cheques,
drafts, notes and other orders for the payment of money, but shall not have the authority
to sign, approve or endorse such instruments.
The authority to sign, approve or
endorse is reserved for the President and/or Vice Presidents, under the direction of the
Corporation. The Treasurer shall make, sign and endorse any applications for loans or
advances to the Corporation at its direction. He or she shall keep at the principal office of
the Corporation accurate books and records of account for all the business transactions of
the Corporation. He or she shall render a full financial report of the business affairs and
standing of the Corporation to the directors at the Annual meeting. He or she shall further
perform all duties incident to the office of Treasurer of the Corporation and such further
duties relating to the financial affairs of the Corporation as may be assigned by the Board
of Directors.
Coaching Director: The Coaching Director shall be responsible for organizing,
conducting and staffing coaches' training courses for licenses for soccer coaches of the
teams of GYSA. The coaching director shall also assist in the recruitment and selection
of team coaches and assistant coaches. The coaching director shall perform such other
duties and functions as may, from time to time, be assigned by the Board of Directors.
The coaching director shall serve a term of two year and may be re-appointed by the
Board of Directors.
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Registrar: The Registrar shall be responsible for receiving and maintaining a record of all
member players and member coaches as directed by these by-laws and by the rules of
SoccerMaine; keep current and historical records of all player registrations and certify
those players who are eligible to participate in programs, tournaments and other events
sponsored by GYSA or in such tournaments, competitions and programs as may be
sponsored by other soccer associations consistent with the rules and regulations of
SoccerMaine, the United States Soccer Federation and its youth affiliate, the United
States Youth Soccer Association; serve as a liaison regarding all registration matters with
SoccerMaine and otherwise perform all such other duties incident to the office of
Registrar and such other duties as may from time to time, be assigned to him or her by
the President or by the Board of Directors. The registrar shall serve a term of two year
and may be re-appointed by the Board of Directors.
Section 5: Vacancies. Any vacancy in any office because of death, resignation,
disqualification or otherwise may be filled, except as otherwise provided by these ByLaws, by the election of a member of the Board of Directors by a majority vote of the
Board of Directors for the unexpired portion of the term.
Section 6: Compensation. No compensations shall be paid to any Officers of the
Corporation.
Article VII Amendments
Section 1: Manner. These By-Laws may be amended, altered, repeated or added to by
the affirmative vote of a majority of the Board of Directors at a regular or special meeting
of the Board.
Article VIII Indemnification
Section 1. Indemnification. To the fullest extent now or hereafter permitted by law,
including without limitation Section 714 of Title 13-B of the Maine Revised Statutes
Annotated, the Corporation shall hold harmless and indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a member, director, officer, agent or employee of the
Corporation, or is or was serving at the request of the Corporation as a director, officer,
trustee, partner, fiduciary, or employee of another corporation, partnership, joint venture,
trust, pension or other employee benefit plan or other enterprise, against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding; provided
that no indemnification may be provided for any person with respect to any matter as to
which that person shall have been finally adjudicated:
A. Not to have acted honestly or in the reasonable belief that that person's action was in
or not opposed to the best interests of the corporation or its members; or
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B. With respect to any criminal action or proceeding, to have had reasonable cause to
believe that that person's conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order or conviction
adverse to that person, or by settlement or plea of nolo contendere or its equivalent, shall
not of itself create a presumption that that person did not act honestly or in the reasonable
belief that that person's action was in or not opposed to the best interests of the
Corporation or its members, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that that person's conduct was unlawful.
Section 2. Liability to the Corporation. Notwithstanding any foregoing provision of this
Article IX, the Corporation shall not have the power to indemnify any person with
respect to any claim, issue or matter asserted by or in the right of the corporation as to
which that person is finally adjudicated to be liable to the Corporation unless the court in
which the action, suit or proceeding was brought shall determine that, in view of all the
circumstances of the case, that person is fairly and reasonably entitled to indemnity for
such amounts as the court shall deem reasonable.
Section 3. Successful Defense. Any foregoing provision of this Article IX to the
contrary notwithstanding, to the extent that a director, officer, or employee of the
Corporation has been successful on the merits or otherwise in defense of any action, suit
or proceeding referred to above, or in defense of any claim, issue or matter therein, that
director, officer, or employee shall be indemnified against expenses, including attorneys'
fees, actually and reasonably incurred by that director, officer, or employee in connection
therewith.
Section 4. Written Undertaking. Expenses incurred in defending a civil, criminal,
administrative or investigative action, suit or proceeding shall in all cases be authorized
and paid by the Corporation in advance of the final disposition of that action, suit or
proceeding upon receipt by the corporation of:
A. A written undertaking by or on behalf of the officer, director, or employee to repay
that amount if that person is finally adjudicated:
(1) Not to have acted honestly or in the reasonable belief that that person's action was in
or not opposed to the best interests of the Corporation;
(2) With respect to any criminal action or proceeding, to have had reasonable cause to
believe that the person's conduct was unlawful; or
(3) With respect to any claim, issue or matter asserted in any action, suit or proceeding
brought by or in the right of the Corporation, to be liable to the Corporation, unless the
court in which that action, suit or proceeding was brought permits indemnification in
accordance with section 2; and
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B. A written affirmation by the officer, director, or employee that the person has met the
standard of conduct necessary for indemnification by the Corporation as provided by
these Bylaws.
The undertaking required by paragraph A shall be an unlimited general obligation of the
person seeking the advance, but need not be secured and may be accepted without
reference to financial ability to make the repayment.
Section 5. Liability Insurance. The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, trustee, partner, fiduciary, employee or agent of another corporation,
partnership, joint venture, trust, pension or other employee benefit plan or other
enterprise against any liability asserted against that person and incurred by that person in
any such capacity, or arising out of that person's status as such, whether or not the
Corporation would have the power to indemnify that person against such liability under
this section.
For purposes of this section, references to the "Corporation" shall include, in addition to
the surviving corporation or new corporation, any participating corporation in a
consolidation or merger.
Section 6. Effect of Invalidity. If any word, clause or provision of this Article IX or any
award made hereunder shall for any reason be determined to be invalid, the provisions
hereof shall not otherwise be affected thereby but shall remain in full force and effect.
Section 7. Procedures. Any indemnification made in accordance with this Article shall
be made in accordance with the procedures set forth in Maine Revised Statutes
Annotated, Title 13-B, Section 714, subsection 3, as the same may be amended from time
to time. Such indemnification shall not be deemed to be exclusive of any other rights to
which those indemnified may be entitled under any other bylaw, agreement or otherwise.
Article IX Fiscal Year GYSA
Section 1. The fiscal year of GYSA shall begin on January 1, and end on December 31.
Article X Member Discipline and Disputes
Section 1. The rights and privileges of a member player, member coach, trainer,
manager, administrator, official, member club or member league may be suspended for
cause by the President. Cause for the suspension of the rights and privileges of a member
coach, trainer, manager, administrator, official or a member player may include, but is
not limited to, the failure of the person (or his or her parent or guardian) to complete the
registration or re-registration procedures or to pay the appropriate registration or reregistration fee or such other fees as may be required or such other procedures as may be
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required to be followed by a member club or member league as a condition of
membership and participation in the club or league.
Section 2. Any member whose right and privileges are suspended by the Board of
Directors of GYSA shall be entitled to written notice of such action to be mailed by
ordinary mail to the residential address of record of the member coach, trainer, manager,
administrator, official, or player. Such notice shall include a statement to the member as
to the right of appeal which shall be in the first instance to the Appeals Committee of the
Board of Directors of GYSA. Any member whose rights and privileges are suspended by
the Board of Directors must file a Notice of Appeal to the Secretary of GYSA within ten
(10) days of receipt of a notice of the suspension of rights and privileges. The failure to
file such a Notice of Appeal within ten (10) days shall be grounds for the automatic
dismissal of the appeal.
Section 3. The responsibility for disciplining players, coaches, trainers, managers,
administrators, officials and teams rests in the first instance with the match referee, and
then the President of the club, league or the director of the tournament unless some other
official has been specifically identified in advance of the match or tournament. Match
referees and any other interested persons shall direct all reports or allegations of
misconduct by players, coaches, trainers, managers, administrators, officials, teams or
their supporting spectators to the local league President or to the tournament director who
shall promptly investigate the matter and then act in summary manner to discipline those
found to be responsible for the misconduct.
Section 4. A player, coach, trainer, manager, administrator, official, or team may appeal
the decision to the Appeals Committee of SoccerMaine by filing a written Notice of
Appeal with the Appeals Committee Chairperson within ten (10) days of a notice of
disciplinary action. The failure to file such notice within ten (10) days shall be grounds
for automatic dismissal of the appeal. Appeal beyond GYSA is to SoccerMaine Appeals
Committee that shall have jurisdiction to approve, modify or reverse a decision.
Section 5. The Board of Directors shall establish an Appeals Committee and shall
appoint such members to the Committee to provide any member whose rights and
privileges have been suspended, and any player coach, trainer, manager, administrator,
official, or team subject to disciplinary action, with a reasonable and fair opportunity to
present such information and to confront such allegations of misconduct as my be
relevant to the issue at hand. The committee shall communicate its decisions in writing
to the member and the Board of Directors.
Section 6. It is the expressed and implied intention of SoccerMaine that GYSA retains
the right of self governance within its organization but that GYSA shall adhere to the
Articles of Incorporation, by-laws, rules and regulations of SoccerMaine in all matters
pertaining to interstate, regional, national and international competitions or in other
soccer competitions sponsored by SoccerMaine. It is contrary to the purpose of GYSA
and SoccerMaine and detrimental to soccer in Maine to resort to court action or the threat
of court action unless and until all other avenues of relief for a resolution of the dispute
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through the procedures offered by GYSA, and SoccerMaine have been foreclosed.
Accordingly, any recourse to the courts of any jurisdiction by any member player,
member club or member league before all of the rights and remedies provided by the
Rules and Regulations of GYSA shall have been exhausted shall be "conduct detrimental
to soccer" and shall be cause for the immediate suspension of the rights and privileges of
the member responsible for seeking such recourse.
Procedure to Address Complaints:
GYSA has a standing committee to address violations of our code of conduct. The
committee will be comprised of the President, Coaching Director and Vice President, and
3 non-coaching members of the board. These will be annual appointments.
If any member of our association wishes to complain about conduct which they believe is
contrary to our code of conduct, they must:
Address the issue with the person directly either verbally or in writing within one week of
the incident or issue at hand. If there is no satisfactory resolution, then the complainant
must, within one week and in written form, notify the committee. All matters which are
directed to the committee will be responded to within one week of the receipt of the
complaint. Decisions and actions by the committee to address the complaint are final.
Responsibilities of Coaches
Coaches are required to notify the Coaching Director whenever a card is issued to a
player or themselves as well as any other actions by game or tournament officials toward
players, coaches, or parents. This must be done within 24 hours of the occurrence. The
Coaching Director will convene a meeting of the disciplinary committee to consider any
additional sanctions. This shall take place within one week. All such decisions by the
committee are final.
Minimum Sanctions
The following minimum sanctions will be imposed should a coach or player receives a
red or yellow card:
A red card will result in a mandatory suspension from the next officially scheduled and
sanctioned match.
Two yellow cards which result in suspension from a game will result in the same penalty
as a red card.
All coaches are required to have their signatures on file annually indicating a copy of and
agreement to adhere to the Coaches Code of Conduct. Coaches acknowledge their
responsibility in discussing this with their children/players and parents annually.
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