Bylaws


Benicia Arsenal FC

AMENDED AND RESTATED BYLAWS OF BENICIA YOUTH SOCCER, INC.

A California Nonprofit Public Benefit Corporation

ARTICLE I – NAME

SECTION 1 – Name
This California Non-Profit Corporation shall be known as Benicia Youth Soccer, also referred to as Benicia Youth Soccer League or “BYSL” and hereinafter referred to as the League.

SECTION 2 – Seal/Logo
The Board of Directors shall provide a corporate seal or logo which shall include the words “Benicia Youth Soccer” and contain any logo as the Board of Directors shall designate.

SECTION 3 – Boundaries and Territories
The primary territory of this organization shall be the community of Benicia and its sphere of influence in Solano County. This area is also defined by the U.S. Postal Service ZIP Code 94510 and any other ZIP codes that may be added by the U.S.P.S. to define Benicia’s geographical limits. Participants from communities outside the defined territory will also be welcome to register and participate in the organization.

ARTICLE II – PURPOSE

SECTION 1 – Objective
The objective of this organization shall be to provide a wholesome atmosphere wherein adults and youths can work together through soccer activities to:

A. Instill the fundamentals of good sportsmanship and fair play
B. Teach the fundamentals of soccer
C. Provide learning and fun through participation
D. Help our youth become good citizens

SECTION 2 – Inclusion
It shall be the purpose of the League to develop, promote and administer a youth soccer program offering opportunities for participation regardless of race, creed, gender and/or ability.

SECTION 3 – Mission Statement
The guiding purpose of this organization shall be to provide the opportunity for all youth to learn, develop skills, play and enjoy soccer. To that end, we will organize and support soccer played by youth who register and participate in this League.

ARTICLE III – COLORS
The representative colors of the League for select teams competing at the Division I and Division III levels shall be gold, black, and white or any combination thereof. Uniform colors for house league teams traveling and competing at the Division IV level shall be selected by the Vice President.

ARTICLE IV – AFFILIATION
This League shall be an affiliated branch of and comply with the authority of the California Youth Soccer Association (CYSA), the United States Youth Soccer Association (USYSA), the United States Soccer Federation (USSF), and US Club Soccer. Any affiliations with other leagues, associations or similar groups must be approved by a vote of the Board.

ARTICLE V – AUTHORITY

SECTION 1 – Government
The League shall be governed by its Constitution and Bylaws and Policies, rules, regulations, policies and procedures except when these are superseded by CYSA District IV, CYSA, US Club, USYSA, and/or USSF.

SECTION 2 – Governing Body
The governing body of the organization, whose powers shall be delineated by these Bylaws, shall be vested in the Board of Directors, hereinafter referred to as the Board.

SECTION 3 – Seasonal Year
The seasonal year shall be defined by CYSA and/or US Club.

SECTION 4 – Fiscal Year
The fiscal year shall be the calendar year.

SECTION 5 – Policies, Procedures, Rules and Regulations
The Board shall publish the official policies, procedures, rules and regulations for the league on the league website or via e-mail. Notification regarding the availability of this information will take place on or before the first day of registration. These policies, procedures, rules and regulations shall include operational, registration, disciplinary and player transfer policies, procedures, rules and regulations for the League, as well as rules of play, conduct of matches and other game procedures. Notice of any changes to the League Policies and Procedures, Rules and Regulations shall be published and distributed to the membership within sixty (60) days of such changes occurring.

ARTICLE VI – MEMBERSHIP AND VOTING RIGHTS

SECTION 1 – Membership Definition
Membership in this league shall be defined by registration with the League and CYSA and/or US Club and consist of: registered players, parents and/or legal guardians of registered players, CYSA and US Club registered coaches, assistant coaches and managers, active adult referees and members of the Board.

SECTION 2 – Voting Age
All voting members must be at least 18 years of age.

SECTION 3 – Board of Directors
The Board of Directors shall be comprised of eight (8) directors elected by the Voting Membership, those persons installed pursuant to Article VII, Section 5, and any advisory Members appointed by the Board.

SECTION 4 – Players
All players sponsored, financed, coached or administered by any team of this League must be registered with CYSA or US Club. Nothing within these Bylaws shall prevent the Board from limiting the number of players who can reasonably be accommodated considering available playing fields, facilities, supervision and finances.

SECTION 5 – Coaches
All coaches supervising, developing and educating players on any team
participating in this League must be registered with the league in
accordance with all CYSA and/or US Club and BYSL policies and procedures.
This includes CYSA and/ or US Club registered assistant coaches, team
assistants and team managers who interact in any way with players on teams.

SECTION 6 – Active Adult Referees
To be declared an active adult referee, the individual must be at least 18
years of age as of the date of the annual League election for Board
members, currently certified by the League or the United States Soccer
Federation (USSF) as a referee, and have participated in officiating 4 or
more games for BYSL during the previous twelve (12) month period. To
qualify, games must be governed under the guidelines of FIFA, USSF, CYSA,
or US Club.

SECTION 7 – Voting Rights
No Person shall have more than one vote in an election or vote of the
membership.
• Parents and/or legal guardians of registered players shall be non-voting
members of BYSL except those selected by each team as representatives
eligible to vote.
• Each registered coach and one assistant coach per CYSA goldenrod forms or
US Club official Roster representing each team shall have voting rights at
any meeting of the membership.
• Two (2) additional representatives from each registered team who are
parents/guardians of registered players shall have voting rights at any
meeting of the membership. Each team shall choose their representatives.
• Active adult referees shall have voting rights at any meeting of the
membership.
• Members of the Board of Directors shall have sole voting rights on
financial and personnel issues and any other matters not categorized as
policies, procedures and revisions of the constitution or bylaws. Members
of the Board of Directors shall all be entitled to vote at any meeting of
the membership.

SECTION 8 – Adherence to Constitution, Bylaws, Rules, Regulations, Policies
and Procedures
All members of the Board of Directors, coaches, referees, players and
parents/guardians of players shall abide by the Constitution and Bylaws as
well as the policies, rules and regulations of the League, the Laws of the
Game and all policies, procedures, rules and regulations of those
associations with which the League is affiliated.

SECTION 9 – Agents of BYSL
Members and contracted agents of BYSL may not state or imply that they have
permission to act as agents of BYSL without prior approval of the Board of
Directors.

ARTICLE VII – OFFICERS AND BOARD OF DIRECTORS

SECTION 1 – Composition
The Board of Directors shall be comprised of eight (8) officers listed
herein. Members of the same household cannot serve concurrently as
President, Vice President, Secretary, Treasurer or Registrar.
President
Vice President
Secretary
Treasurer
Registrar
Recreational House Division Coordinator
Select Division Coordinator (voted by Select Division)
Referee Coordinator

SECTION 1.1 – Select Division
The Select Division shall be made up of Select Coaches, Select Assistant
Coaches, and two parents from each Select Team. The Select Division
Coordinator shall chair the Select Division and shall be empowered to
appoint people to the necessary positions to run the Select Division.

SECTION 2 – Election
In even years, the President, Secretary, Registrar, Select Division
Coordinator, shall be elected at the annual meeting of the membership. In
odd years, the Vice President, Treasurer, House Division Coordinator,
Referee Coordinator, shall be elected at the annual meeting of the
membership.

SECTION 3 – Term of Office
Term of office shall be for two (2) calendar years following the annual
meeting of the membership.

SECTION 4 – Resignation and Removal of Directors
Resignations shall be effective upon receipt in writing by the President or
the Secretary of this corporation, unless a later effective date is
specified in the resignation. The members may remove any officer/director
at any time, with or without cause. If there are fewer than fifty members,
the vote of a majority of all members entitled to vote shall be required to
remove an officer/director. The directors may remove any director at any
time for cause. Cause is defined as follows: Any officer may be removed by
the Board upon approval of two-thirds (2/3) vote of the entire Board at a
board meeting or by two-thirds (2/3) of the membership present and voting
at a meeting of the membership. Prior to any vote to remove an officer,
the officer shall receive a written notice of hearing before the Board,
which hearing shall take place at least ten (10) days after the written
notice has been mailed (return receipted requested) for delivered in
person.

1. a Director who has been declared of unsound mind by a final order of
court; or
2. a Director who has been convicted of a felony; or
3. a Director who has been found by a final order or judgment of any court
to have breached any duty under the California nonprofit corporation law in
sections 5230-5239; or
4. a Director who is absent from four (4) board meetings in a calendar
year or is absent for more than three (3) consecutive board meetings.

SECTION 5 – Vacancies
A vacancy in any office may be filled by action of the Board of Directors.
The Board will seek qualified individuals, and the President will nominate
an appropriate candidate for approval by the Board. Any approved officer
will serve until the next election at the annual meeting of the membership
where he/she shall be confirmed by election for the balance of the term of
office. In the absence of a president, any member of the Board may seek
and nominate an appropriate candidate for approval by the Board.

SECTION 6 – Additions to the Board
Additional advisory members may be nominated by Board members and approved
by a two thirds (2/3) vote of the Board members present and voting at any
Board meeting. New board positions may be created by a two-thirds (2/3)
vote of the Board members present and voting at any Board meeting. Any
volunteer filling such a new position prior to the annual meeting of the
membership will serve in an advisory capacity with no voting authority
until elected at the next annual meeting of the membership. At such
meeting of the membership, the Bylaws will be appropriately modified to
include the new position according to the process defined in ARTICLE IX.

SECTION 7 – Duties of Officers

SECTION 7.1 – President
The President shall follow all the rules, regulations, policies and
procedures set forth by the Board and have general supervision over all the
affairs of the League. The President shall serve as the executive officer
of the League and call and preside at all meetings of the League and the
Board. He/she shall share the duties of parliamentarian with the Vice
President. The President shall be an ex officio member of all committees
and shall appoint chairpersons of committees consistent with the Bylaws.
The President shall serve as the primary League liaison with CYSA District
IV, CYSA, US Club, the City of Benicia and the Benicia Unified School
District. The President shall not vote on any question brought before the
Board or any committee except to break a tie vote.

SECTION 7.2 – Vice President
The Vice President shall assume such duties as may be assigned by the
President, including acting for the President in his/her absence or in such
cases as the President’s death, resignation or inability to act. He/she
shall chair the disciplinary committee.

SECTION 7.3 – Secretary
The Secretary shall keep or cause to be kept, a book of minutes of all
meetings, proceedings, and actions of the Board, or committees of the
Board. The Secretary shall keep or cause to be kept, copies of the
Constitution & Bylaws and Policies, Procedures, Rues & Regulations as
amended to date. The Secretary shall maintain or cause to be maintained a
list of member of all standing and ad hoc committees of the Board required
by these Bylaws. The Secretary shall, in conjunction with the
Communications Coordinator and in a timely fashion, publish or cause to be
published, all aforementioned documents on the league website and/or via email.
The Secretary shall keep the corporate seal in safe custody. The Secretary
shall be accountable for League stationery supplies, mail pick-up, and
issuing of such correspondence as directed by the Board. The Secretary
shall chair the Nominating Committee and shall have such other powers and
perform such other duties as the board or Bylaws may prescribe.

SECTION 7.4 – Treasurer
The Treasurer shall maintain a complete financial record for the League,
including a record of all money received for the League from fees and
fundraising events. He/she shall collect all BYSL monies, receive and hold
the securities of the League and deposit and disburse same as directed by
the Board.
The Treasurer shall maintain adequate and correct accounts of the League
that shall be open for inspection as directed by these Bylaws or the Board.
The Treasurer shall submit for review and explanation, full written
financial statements of accounts to the Board at each monthly meeting.
He/she shall also be responsible for filing all legally required financial
reports and tax filings for the League and for submitting a summary
financial report at the annual meeting of the membership.

SECTION 7.5 – Registrar
The Registrar will maintain complete registration records for BYSL members
in keeping with CYSA and/or US Club rules, regulations, policies and
procedures. He/she shall certify on team rosters that
all players are properly registered and administratively qualified. The
registrar will provide player passes in a timely manner for teams competing
outside the League. The Registrar will be responsible for player
administration and Recreational teaming procedures in conjunction with the
Vice President and the House Coordinators. He/she will coordinate
registration activities and comply with specific rules, regulations,
policies and procedures established by District IV registrars, CYSA, and/or
US Club setting appropriate deadlines for the League to maintain
compliance. He/she shall also assign volunteer coordinators to specific
tasks to assist with the duties of the position.

SECTION 7.6 – Recreational House Division Coordinator
The Recreational House Division Coordinator shall be responsible for the
recreational house segment of the League including the formation of the
Division IV teams that travel and play in District IV league competition.
His/her direct responsibilities are to assign volunteer coordinators to
specific tasks to assist with the duties of the position. The Recreational
House Division Coordinator will help ensure that the recreational house
programs and activities are consistent with the objectives, purpose and
policies of the League. He/she shall receive complaints/compliments
communicated via the coach evaluation forms mailed to League participants.
He/she will be responsible for recruiting coaches and age group
coordinators, the assignment of practice fields for house league teams,
game schedule coordination, the coordination of the special team/player
events for house league players and meetings for house coaches. The
Recreational House Division Coordinator shall review all coaching
applications in conjunction with the Recreational Coaches Selection
Committee and make recommendations regarding assignments to the Board.
He/she shall also coordinate with the Registrar in all teaming activities.

SECTION 7.7 – Select Division Coordinator (Voted in by the Select Division)
The Select Division Coordinator shall administer the select team division
and be the chair of the Select Committee. His/her direct duties are to
assign volunteer coordinators to specific tasks within the select division,
including a District IV competitive representative, to assist with the
duties of the position. He/she shall receive complaints/compliments
communicated via the coach evaluation forms mailed to League participants.
The Select Division Coordinator will help ensure that the select division
programs and activities are consistent with the objectives, purpose and
policies of the League. The Select Division Coordinator shall recruit
coaches and assistant coaches for the select division teams, review all
coaching applications and requests in conjunction with the Select Coaches
Selection Committee and make recommendations regarding assignments to the
Board. He/she shall also conduct all coaches’ meeting for the select
division. He/she shall coordinate with the Select Registrar on all team
credential issues.

SECTION 7.8 – Referee Coordinator
The Referee Coordinator shall oversee the officiating for all games played
within the League, with the exception of tournaments. CYSA and US Club cup
competitions. He/she is responsible for the training, assessment,
qualification records and scheduling of referees in the League; this
includes coordination with the District IV referee coordinator for
licensing clinics, in-service training and assessment. He/she shall
maintain qualification records on all referees, both league-certified and
USSF-certified. The Referee Coordinator is also responsible for assigning
volunteer coordinators to specific tasks to assist with the duties of the
position. The League Referee Coordinator shall coordinate with both the
Recreational House and Select Division Referee Coordinators and shall be an
advisory member of the Disciplinary Committee.

SECTION 8 – Establishment of Standing Committees
The Board shall establish and maintain the following standing committees:
Executive
Protests and Appeals
Disciplinary
Nominating
Finance
Recreational House Committee
Select Committee
Rules and Regulations

SECTION 8.1 – Executive Committee
The Executive Committee is comprised of the President, Vice President,
Secretary, Treasurer and Registrar. The Executive Committee may meet to
resolve emergency situations between board meetings or when so directed by
the Board. All actions of the Executive Committee are subject to
ratification by the Board at the next board meeting.

SECTION 8.2 – Protest and Appeals Committee
The Protest and Appeals Committee is comprised of the entire Board of
Directors. The Protest and Appeals Committee will review and render a
decision on all protests and appeals requested of this League.

SECTION 8.3 – Disciplinary Committee
The Disciplinary Committee shall be chaired by the Vice President. The
purpose of this committed shall be to handle disciplinary issues for the
League. Incidents involving ejections during matches will be decided by
the committee using the disciplinary guidelines offered by CYSA District
IV, and US Club. In all other issues, including conduct of players,
coaches, parents and spectators, the committee will make a recommendation
to the Board. All decisions rendered by the Disciplinary Committee shall
be communicated to the affected party(ies) within forty-eight (48) hours.
Such decisions can be appealed to the protest and appeals committee within
fort-eight (48) hours of notification. The Disciplinary Committee shall
include the Vice President as chairperson, the Referee Coordinator and at
least one other member appointed by chair. If any member has a conflict
with any issue, the chair will appoint another member in his/her
place.

SECTION 8.4 – Nominating Committee
The Nominating Committee shall be chaired by the Secretary of the League.
The committee shall consist of at least three (3) and no more than five (5)
members. It shall be the duty of this committee to present a list of
candidates for the appropriate Board positions for each election as
described in ARTICLE VII, SECTION 7.2. The committee shall meet not less
than forty-five (45) days prior to the annual meeting of the membership to
secure and compile the list of candidates. The Nominating Committee shall
accept nominations submitted in writing, in a prescribed format, by any
member of the League. All nominations shall be received and accepted by
the Nominating Committee not less than thirty (30) days prior to each
election. The Nominating Committee will conduct the election at the annual
meeting of the membership by secret ballot, having prepared the ballots in
advance.

SECTION 8.5 – Finance Committee
(a) Composition. This committee shall be chaired by the Treasurer. A
majority of this committee shall be comprised of individuals who are (i)
experienced in financial matters and (ii) not members of the board of
directors.
(b) Monthly and Annual Oversight. The purpose of this committee is to
conduct monthly reviews of League finances, including the profit and loss
statement, the general ledger, and the check registers, bank statements and
all canceled checks. The committee also conducts an annual review of the
league’s books and records. The League’s Treasurer shall research and
answer any questions raised by the committee on these and any other
financial matters. (c) Other Duties. The committee shall also assist in
the preparation of an annual budget and submit the budget proposal not
later than December 1 of each year for the following year.

SECTION 8.6 – Recreational House Committee
This committee will be comprised of the Recreational House Coordinator.
The standing members will be the Recreational Coach and Training
coordinator, the Events and Volunteer Coordinator, the Fields and Equipment
Coordinator, the DOC (if applicable) and the Age Group Coordinators as
described in Article VIII below. The Registrar will also be an active
member of this committee. This committee will be responsible for all
aspects of running the house program including coach selection, events
planning, game scheduling, etc. Additional members may be recruited and
approved by the board as required.

SECTION 8.7 – AFC Select Committee
The AFC select committee will consist at a minimum, of the AFC treasurer,
AFC registrar, DOC (if applicable) and AFC Tournament director. The
committee will be chaired by the Select Coordinator. The committee will be
responsible for all aspects of running the Select side of the league
including coach selection, tournaments, registration, etc.

SECTION 8.8 – Rules and Regulations Committee
The Rules and Regulations Committee shall, annually, review all rules and
regulations, policies and procedures, and bylaws for conflicts with the
rules and regulations, policies and procedures, and bylaws of those
associations with whom we are associated. The committee shall report at
least annually to the Board of Directors.
This committee shall also review all proposed bylaw, policy and procedure,
and rule and regulation changes for conflict with other BYSL bylaws, rules
and regulations, policies and procedures and the bylaws, rules and
regulations, policies and procedures of those associations with whom we are
associated. This committee shall also review such proposed changes for
proper formatting, provide feedback to the author, if necessary and only if
time would allow for any needed change, and shall issue an advisory vote
that shall be visible to the membership on any and all proposed changes to
the Bylaws, policies and procedures or rules and regulations.

SECTION 8.9 – Other Committees
The Board may establish committees as may be necessary from time to time,
consisting of such number of its members and League members and with powers
as it may designate consistent with these Bylaws.
SECTION 8.10 – Committee Membership
Each committee shall consist of a minimum of three (3) members. The
chairperson of these committees shall be prescribed by these Bylaws for
standing committees, or appointed by the President, pursuant to Article
VII, Section 7.1. Committee members may be from the membership of the
League. All members of a committee must be approved annually by a majority
of the Board present and voting. The President of the League is an ex
officio member of all committees. Members of the same household cannot
serve on the same committee.

SECTION 9 – Committee Actions
All actions of League committees shall be subject to approval or
ratification by the Board of Directors unless otherwise specified by the
Bylaws.

ARTICLE VIII – Non-Board League Officials

SECTION 1 – Coordinators
Several positions that are vital to the Leagues continued operation and
will be standing members of committees as outlined in ARTICLE VII above.

SECTION 1.2 – Field and Equipment Coordinator
The Field and Equipment Coordinator shall oversee the facilities and
equipment of the League, including the lining and maintenance of the
playing fields and the maintenance and security of the equipment. The
Field and Equipment Coordinator shall have the authority to assign the setup
and take-down activities for field equipment. He/she shall relay issues
pertaining to field maintenance to the President who will address same with
the City of Benicia and the Benicia Unified School District. He/she shall
conduct an annual inventory and make recommendations to the Board regarding
purchase of new or replacement equipment, including such items as goals,
nets, balls and ice packs for both select and recreational house divisions.
He/she will be a standing member of the Recreational House Committee.

SECTION 1.3 – Events and Volunteer Coordinator
The Events and Volunteer Coordinator shall work to secure volunteer
participation for the specific activities and events for which he/she is
responsible. He/she will be responsible for opening day activities,
picture day and tracking volunteers. He/she will be a standing member of
the Recreational House Committee.

SECTION 1.4 – Communications Coordinator
The Communications Coordinator shall oversee all communications with
members of the league and the community. He/she shall be accountable for
the League newsletter, website, yearbook, news articles, and notices to the
public, publicity, sponsorship, and voice mail messaging. The
Communications Coordinator will report directly to the Secretary of the
League.

SECTION 1.5 – Recreational Coach and Training Coordinator
The Recreational Coach and Training Coordinator shall be responsible for
coordinating the recruitment, training and education of Recreational
coaches and teams in BYSL. His/her direct responsibilities are to assign
volunteer coordinators to specific tasks to assist with the duties of the
position.
The Recreational Coach and Training Coordinator shall review all coaching
applications in conjunction with the Recreational House Committee and make
recommendations regarding assignments to the Board. The Recreational Coach
and Training Coordinator shall be responsible for coordinating the training
and education of Recreational coaches through clinics, workshops and
classes. The Recreational Coach and Training Coordinator shall also be
responsible for the coordination of any training program where the League
employs one or more trainers to work with Recreational teams and/or coaches
for the purpose of a league-wide Recreational training program.

SECTION 1.6 – Age Group Coordinators
There will be Age Group Coordinators (AGCs) assigned to the following age
groups to assist the Recreational House Coordinator in administering the
recreational league.
U6 Age Group Coordinator
U7 Age Group Coordinator
U8 Age Group Coordinator
U10 Age Group Coordinator
U12 Age Group Coordinator
U14 and above Age Group Coordinator
The AGCs will be responsible for assisting with teaming, complaint
resolutions, registration assistance and game scheduling.

ARTICLE IX – MEETINGS

SECTION 1 – Membership Meetings

SECTION 1.1 – Annual Meeting of the Membership
The annual meeting of the membership shall be held the second Tuesday in
the month of December each year. With the approval of two-thirds (2/3) of
the Board present and voting, this meeting may be delayed only for a period
not to exceed sixty (60) days.

SECTION 1.2 – Purpose of Annual Meeting of the Membership
The primary purpose of the annual meeting of the membership is to elect new
officers of the League and the Select Division Coordinator, to act on any
proposed amendments to these Bylaws, to act on proposed changes in League
policies and procedures and such other business as may properly come before
the meeting. Agenda items not specifically addressed in these Bylaws must
be submitted in writing to the Board not less than forty-five (45) days
before a scheduled membership meeting and must be included in the notice of
a membership meeting.

SECTION 1.3 – Notice of Membership Meetings
Written notice of all membership meetings stating 1) the place, 2) day and
hour, and 3) purpose (to include the agenda and copies of material to be
considered) shall be mailed to each voting member at the last registered
address not less than fifteen (15) nor more than thirty (30) days prior to
the scheduled date. Electronic or USPS mailing of one such notice to a
household shall be considered as notification to each member who resides at
that address.

SECTION 1.4 – Special Membership Meeting
A special membership meeting may be called by two-thirds (2/3) of the Board
of Directors who have voted for a special meeting or forty (40) members
entitled to vote by written petition to the Board.

SECTION 1.5 – Quorum
At any membership meeting, the presence of twenty (20) members with voting
privileges shall be necessary to constitute a quorum for the purpose of
conducting business at a meeting. The members with voting privileges
present at a duly called or held meeting at which a quorum is present may
continue to transact business until adjournment, notwithstanding the
withdrawal of enough members to leave less than a quorum.

SECTION 1.6 – Proxies
Voting by proxy is not permitted.

SECTION 1.7 – Conducting Business
The act of a majority of the members present and voting (abstentions do not
count in the voting process) at a membership meeting shall be the act of
the membership, unless the act of a greater number is required by these
Bylaws.

SECTION 2 – Board of Directors

SECTION 2.1 – Monthly Meeting
The Board of Directors shall meet monthly on the fourth Tuesday of the
month. A change to this date on a month-to-month basis may be approved by
two-thirds (2/3) of the Board present and voting. Notice of change must be
communicated in writing to each director not in attendance at the meeting
at least twenty (20) days prior to the new date. Notice of change must
also be communicated to the League via a newspaper item in the local
newspaper or posting of such notice on the League’s website or both.

SECTION 2.2 – Special Meeting
A special meeting of the Board of Directors may be called by two-thirds
(2/3) of the Board who have voted for a special meeting or by twenty (20)
members by written petition to the Board of Directors.

SECTION 2.3 – Quorum
At any Board meeting, the presence of the majority of voting members shall
be necessary to constitute a quorum for the purpose of conducting business.

SECTION 2.4 – Conducting Business
The act of a majority of the directors voting at a meeting shall be the act
of the Board of Directors, unless the act of a greater number is required
by these Bylaws. Directors abstaining will be considered not to have
voted.

SECTION 2.5 – Closed Sessions
Approval must be obtained from two-thirds (2/3) of the Board members
present and voting to move the Board meeting into closed session.

ARTICLE X – DISCIPLINARY ACTION/PROTESTS & CONFLICTS

SECTION 1 – Subjects
Violations of CYSA, US Club, and/or BYSL Bylaws, rules and regulations, or
policies and procedures, or misapplication of the “Laws of the Game” shall
be proper subjects to be considered for action by the Disciplinary
Committee and/or the Protest and Appeals Committee.

SECTION 2 – Procedure
All disciplinary reports, protests and/or appeals shall be documented in
writing and shall follow the League policies, procedures, rules and
regulations. The process shall be documented for parents and coaches at
the beginning of each season.

SECTION 3 – Review of Disciplinary Rules, Regulations, Policies and
Procedures
Disciplinary rules, regulations, policies and procedures shall be reviewed
annually by the Board of Directors using District IV, CYSA, and/or US Club
rules, regulations, policies and procedures as guidelines.

SECTION 4 – Conflicts of Interest
It shall be deemed a conflict of interest for any Board member to vote on
any motion before the Board which involves the officer himself/herself, any
child or relative of the officer or any age group in which the officer has
an interest. The officer shall recuse himself/herself and the Board may
exercise the option of asking that officer to leave the room during the
proceedings.

ARTICLE XI – PARLIAMENTARY AUTHORITY
Robert’s Rules of Order shall be deemed as adopted at all meetings of the
League, unless otherwise agreed to by the participants, insofar as such
rules are not inconsistent with or in conflict with the Constitution and
Bylaws and rules, regulations, policies and procedures of the League or any
organization with which the League is affiliated.

ARTICLE XII – AMENDMENTS TO THE BYLAWS

SECTION 1. Board Amendment of Bylaws
Subject to the rights of the Members under these Bylaws and the limitations
set forth below, the Board may, by two-thirds vote of the Directors then in
office, adopt, amend or repeal bylaws, unless doing so would materially and
adversely affect the Members’ rights as to voting. The Board may not vote
on changes to the Bylaws under this section by electronic vote.

SECTION 2. Notice of Board Amendment of Bylaws
Any amendments to these Bylaws to be submitted to the Board shall be
noticed to the Board at least 15 days prior to the board meeting. Such
notice must specifically state the proposed amendment.

SECTION 3. When Voting Members Approval Required
Without the two-thirds vote of the attending and Voting Members at a
meeting of the Members, the Board may not adopt, amend or repeal any Bylaw
that would: (a) Change the minimum or maximum number of Directors; (b)
Change from a variable number of Directors to a fixed number of Directors;
(c) Increase or extend the terms of Directors; (d) Allow any Director to
hold office by designation or selection rather than by election by the
Members; (e) Increase the quorum for any meeting of the Members; (f)
Authorize voting by proxy; or (g) Authorize cumulative voting.

SECTION 4. Member Amendment of Bylaws
Any Member may propose amendments to the existing Bylaws for consideration
by the Voting Members. Proposed amendments to be considered by the Voting
Members at the AGM shall first be submitted to the Board by August 1
preceding the AGM. Amendments shall be voted on and deemed adopted by the
vote of two-thirds of the Voting Members attending and voting at the AGM or
other properly noticed special meeting of the Members.

SECTION 5. Notice of Member Amendment of Bylaws
Proposed amendments to the Bylaws to be considered by the Voting Members
shall be noticed to the Voting Members at least 15 days prior to the AGM or
other properly noticed special meeting of the Members. Such notice must
specifically state the proposed amendment.

SECTION 6. Effective Date
Amendments to the Bylaws become effective January 1 unless otherwise stated
in the motion to approve the amendments.

ARTICLE XIII – RECORDS AND REPORTS

SECTION 1 – Records
The League shall maintain adequate and correct accounts, books and records
of its business and properties. All such books, records and accounts shall
be kept at its principal place of business in the State of California, as
fixed by the Board of Directors

SECTION 2 – Inspection of Books and Records
All books and records shall be maintained as required by the Corporations
Code of California and shall be open to inspection to the members of this
League.

SECTION 3 – Checks, Drafts, Notes and Indebtedness
All checks, drafts or other orders for payment of money, notes, or other
evidence of indebtedness issued in the name of or payable to the
corporation shall be signed by the authorized persons in the case of checks
or other negotiable instruments, or endorsed by such person or persons and
in such manner as described in the League’s policies and procedures or
determined by resolution of the Board of Directors.

SECTION 4 – Contracts and How Executed
The Board of Directors, except as otherwise provided in the Bylaws, may
authorize any officer or officers to enter into any contract or execute any
instrument in the name of and on behalf of the League. Such authority may
be general or specific. Unless so authorized by the Board of Directors, no
officer shall have any power or authority to bind the League by any
contract or engagement or to pledge its credit or to render it liable for
any purpose or any amount.

ARTICLE XIV – PAID INDEPENDENT CONTRACTORS
The Board may contract for services as deemed necessary. These may
include, but are not limited to the services of a Certified Public
Accountant to conduct an audit or financial review, a Director of Coaching,
League Administrator and team trainers. The amount of time devoted to
these positions as well as the amount paid for the services shall be
determined by the Board.

ARTICLE XV – DISSOLUTION

SECTION 1 – Authority
Should this League be dissolved, all assets remaining after the payment of
all debts shall be distributed to a non-profit fund, foundation or
corporation which is organized and operated exclusively for the purpose of
the development of youth soccer.

BYLAWS OF: BENICIA YOUTH SOCCER, INC.
AMENDED BY THE MEMBERS: 22 MARCH 2016
EFFECTIVE: 22 MARCH 2016
_____________________________________
Pete Fiori
President, Board of Directors

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