ARTICLE I NAME
The name of this corporation shall be Haddon Heights Soccer Club, Incorporated, hereafter referred to as HHSC.
ARTICLE II PURPOSE APPLICABILITY AND POWERS
A. PURPOSE
HHSC is organized and operated exclusively for charitable or educational purposes, including for such purposes as the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended or the corresponding section of such successor statute. More specifically, HHSC is organized to:
• inspire a love for the game of soccer by providing and promoting organized, competitive soccer and soccer related activities to the residents of Haddon Heights;
• foster an environment of good sportsmanship, honesty, integrity and equality for all participants and observers;
• ensure that safety of our children comes first above all else; and
• create and maintain two programs: 1) a recreation program where all children, regardless of athletic abilities, will be given the opportunity to participate; and 2) a travel program to foster a more competitive atmosphere where winning, at a certain age level decided by the board, becomes the primary goal of soccer.
B. APPLICABILITY
1. These By-Laws are intended to govern the administration and operation of Haddon Heights Soccer Cub, Inc., a non-profit corporation, referred to herein and throughout as HHSC.
2. All present or future Trustees are subject to these By-Laws.
C. POWERS
1. Exempt Activities Limitation
Notwithstanding any other provision of these Bylaws, neither the HHSC nor any director, officer, employee, member, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted by an organization exempt under 501(c)(3) of the Internal Revenue Code as it now exists or as it may be amended in the future, or by an organization contributions to which are deductible under 170(c)(2) of said Code, as it exists or will be amended in the future. HHSC shall not have or issue stock or shares, and no part of the net earnings of the corporation shall inure to the benefit or be distributable to any director, officer, member, or other private person, except that this corporation 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 and Articles of Organization for HHSC. No substantial part of the activities of HHSC shall be the carrying on of the propaganda, or otherwise attempting to influence legislation, and HHSC shall not participate in, or intervene in, any political campaign on behalf of, or in opposition to any candidate for public office.
2. Distribution Upon Dissolution
Upon termination or dissolution of HHSC, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations under 501(c)(3) of the Internal Revenue Code which has a purpose which includes a purpose similar to HHSC. The organization(s) which receive the assets of HHSC hereunder shall be selected in the discretion of the officers of HHSC, and if its officers cannot so agree, the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against HHSC by one or more of its managing body, which verified petition shall contain such statements as reasonably indicate the applicability of this section. The Court, upon finding that this section is applicable, shall select the qualifying organization to receive the assets, giving preference, if practicable, to organizations within the Borough of Haddon Heights.
ARTICLE III. MEMBERSHIP
The corporation shall have no members who have any right to vote or title or interest in or to the corporation or its properties.
ARTICLE IV. BOARD OF TRUSTEES
A. NUMBER OF TRUSTEES
The HHSC Board of Trustees shall consist of a minimum of eight and no more than fifteen trustees, plus the current and immediate past president, who shall be voting members of the Board, and shall be responsible for the administration of the HHSC in accordance with the objectives set forth in article II.
B. POWERS
The Trustees may exercise all such powers of HHSC and do all such lawful acts and thigs as are permitted under Title 15A of the New Jersey Permanent Statutes. Without limiting the generality of the foregoing, the Trustees shall have the duty and the power to:
1. Designate the specific activities, which shall be conducted by HHSC;
providing the rules of eligibility for participation therein; and establish the rules for
the conduct of such activities.
2. Establish policies and otherwise regulate all matters pertaining to finance, including
programs for the raising of funds; expenditures for the acquisition or repair of
playing fields or areas; insurance and other operating expense and the incurring of
liabilities or obligations.
3. Appoint delegates or representatives to represent HHSC at any meeting or
election of any district, regional or national membership or association with which
HHSC may become affiliated in furtherance of its purposes and soccer
programs; and establish authority of HHSC or such delegates or
representatives to recommend or vote upon, any changes in or variations from
established rules or regulations for playing, tournaments participation or the
administration thereof.
4. Authorize or prohibit participation by any team associated with HHSC or
its athletic programs, or combination of the members of such teams, in tournament,
exhibition, or other games not included within the regular season schedule.
5. Authorize the movement of players within teams and leagues.
6. Authorize the President to make decisions between meetings, which shall be
confirmed at the next regularly scheduled meeting by a majority of Trustees
present.
C. TERMS
1. All trustees shall be elected to three year terms.
2. Trustees terms shall be staggered such that approximately one third of the trustees terms will end in any given year.
3. Trustees may serve terms in succession.
4. The term of office shall be considered to begin January 1 and end December 31 of the third year in office.
D. QUALIFICATION AND ELECTION OF TRUSTEES
In order to be eligible to serve a trustee on the board, an individual must be 18 years of age or older. Trustees may be elected at any board meeting by a majority vote of the existing board of trustees. The election of trustees to replace those who have fulfilled their term of office shall take place in January of each year.
E. VACANCIES
The board of trustees may fill vacancies due to the expiration of a trustee’s term in office, resignation, death, or removal of a trustee. Vacancies in the board of trustees shall be filled by the board for the balance of the term of the trustee being replaced.
F. REMOVAL OF TRUSTEES
A trustee may be removed by two-thirds vote of the board of trustees then in office, if:
The trustee is absent and unexcused from three consecutive meetings of the board of trustees, or if the trustee is absent and unexcused from four or more meetings of the board of trustees in a 12 month period. The board president is empowered to excuse trustees from attendance for a reason deemed adequate by the board president. The president shall not have the power to excuse him/herself from board meeting attendance. In that case, the board vice president shall excuse the president.
Or:
For cause or no cause, if before any meeting of the board at which a vote on removal will be made the trustee in question is given electronic or written notification of the board’s intention to discuss his/her case and is given the opportunity to be heard at a meeting of the board.
G. TRUSTEES MEETINGS
1. Regular Meetings
The board of trustees shall have a minimum of four (4) regular meetings each calendar year at times and places fixed by the board. Board meetings shall be held upon seven (7) days notice by first-class mail, or electronic mail, or forty-eight (48) hours notice delivered personally or by telephone. If sent by mail or e-mail, the notice shall be deemed sent upon its deposit in the mail or transmission system. Notice of meetings shall specify the day, time, and place of the meeting. The purpose of the meeting need not be specified.
2. Special Meetings
Special meetings of the board may be called by the president, vice president, secretary, treasurer, or any two (2) other trustees of the board of directors. A special meeting must be preceded by at least two (2) days notice to each trustee of the date, time, and place, but not the purpose, of the meeting.
H. MANNER OF ACTING
1. Quorum
A majority of the trustees in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting of the board. No business shall be considered by the board at any meeting at which a quorum is not present.
2. Rules of Order
Except as otherwise required by law, or by the articles of incorporation, or by these Bylaws, Roberts Rules of Order, current edition, shall prevail at meetings of the board of trustees.
3. Majority Vote
Except as otherwise required by law or by the articles of incorporation, or by these bylaws, the act of the majority of the trustees present at a meeting at which a quorum is present shall be the act of the board.
4. Hung Board Decisions
On the occasion that trustees of the board are unable to make a decision based on a tied number of votes, the president or treasurer in the order of presence shall have the power to make a final decision.
5. Participation
Except as otherwise required by law, the Articles of Incorporation, or these Bylaws, trustees may participate in a regular or special meeting through the use of any means of communication by which all trustees participating may simultaneously hear each other during the meeting, including in person, internet video, or telephonic conference call.
6 Amendments
Amendments to these Bylaws shall require a two-thirds majority vote. An amendment to these Bylaws may not be voted upon at the meeting at which the amendment is first introduced.
7. Presiding Officer
The President shall preside over all meetings of the Board of Trustees. In the event that the President is absent from the meeting, the Vice President shall preside. In the event that both the President and the Vice President are absent, the order of succession of presiding officer shall be Secretary, followed by Treasurer. The presiding officer shall have the power to regulate the course of the meeting and to adjourn or recess the meeting.
ARTICLE V. Officers.
A. Elected Officers
The elected officers of HHSC shall be a President, Vice President, and Treasurer, and such other officers as the Board of Trustees may from time to time deem proper. The President shall be chosen from the Trustees. All officers shall have powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article V. Such officers shall also have powers and duties as from time to time may be conferred by the Board of Trustees or by any committee thereof.
B. Election and Term of Office
The elected officers of HHSC shall be elected annually by the Board of Trustees at its first regular meeting of the year. If the election of officers shall not be held at such meeting, the election shall be held as soon thereafter as convenient. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his death, resignation, or removal.
C. Removal
Any officer elected or appointed by the Board of Trustees may be removed by the Board of Trustees whenever in its judgment the best interests of HHSC would be served thereby.
D. Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the Board of Trustees for the unexpired portion of the term at any regular or special meeting following the occurrence of the vacancy.
E. President.
The President shall preside at all meetings of the Board of Trustees. The President shall be responsible for the general management of the affairs of HHSC and shall perform all duties incidental to his office which may be required by law and all such other duties as are properly required of him by the Board of Trustees. The President shall possess the power to sign all certificates, contracts, and other instruments of HHSC which may be authorized by the Board of Trustees. He shall make reports to the Board of Trustees, and shall perform all such other duties as are properly required of him by the Board of Trustees. He shall see that all orders and resolutions of the Board of Trustees and of any committee thereof are carried into effect.
F. Vice President Operations
The Vice President shall, in the absence or because of the inability to act of the President, perform all duties of the President and preside at all meetings of the Board of Trustees. The Vice President shall possess the power to sign all certificates, contracts, and other instruments of HHSC which may be authorized by the Board of Trustees. The Vice President – Operations shall coordinate soccer operations such as scheduling and soccer development.
G. Vice President Registrar
The Vice President shall, in the absence or because of the inability to act of the President, perform all duties of the President and preside at all meetings of the Board of Trustees. The Vice President shall possess the power to sign all certificates, contracts, and other instruments of HHSC which may be authorized by the Board of Trustees. The Vice President – Registrar shall coordinate registration activities for the club.
H. Treasurer.
The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate receipts and disbursements in books belonging to HHSC. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of HHSC in such depositaries as may be designated by the Board of Trustees. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Trustees, the President, or the Vice President, taking proper vouchers for such disbursements. The Treasurer shall render to the President, the Vice President, and the Board of Trustees, whenever requested, an account of all his transactions as Treasurer and of the financial condition of HHSC.
I. Resignation.
Any officer may resign at any time by giving written notice to the board of Trustees. Such resignation shall take effect when delivered unless the notice specifies a future date, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary in order to make it effective.
J. Absence or Disability of Officers
In the case of absence or disability of any officer of HHSC and of any person hereby authorized to act in such officer’s place during the such officer’s absence or disability, the Board of Trustees may delegate the powers and duties of such officer to any officer or to any trustee or to any other person who it may select.
ARTICLE VI. CONTRACTS, LOANS, CHECKS, AND DEPOSITS
A. Contracts.
The Board of Trustees may authorize any officer or officers, agent, or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of HHSC and such authority may be general or confined to specific instances.
B. Loans
No loans shall be contracted on behalf of HHSC and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Trustees. Such authority may be general or confined to specific instances.
C. Checks, Drafts, or Orders
All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness shall be signed by such officer or officers, agent or agents of HHSC and in such manner as from time to time shall be determined by resolution of the Board of Trustees.
D. Deposits
All funds of HHSC not otherwise employed shall be deposited from time to time to the credit of HHSC in such banks, trust companies, or other depositories as the Board of Trustees shall select.
E. Gifts
The Board of Trustees may accept on behalf of HHSC any contribution, gift, bequest or devise for the general purposes or for any special purpose of HHSC.
ARTICLE VII. INDEMNIFICATION.
A. Right to Indemnification.
HHSC shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an “Indemnitee”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of HHSC or, while a director or officer of HHSC, is or was serving at the request of HHSC as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Indemnitee. Notwithstanding the preceding sentence, except as otherwise provided in Section 3 of this Article VIII, HHSC shall be required to indemnify an Indemnitee in connection with a proceeding (or part thereof) commenced by such Indemnitee only if the commencement of such proceeding (or part thereof) by the Indemnitee was authorized by the Board of Trustees of HHSC.
B. Right to Payment of Expenses.
HHSC shall pay the expenses (including attorneys’ fees) incurred by an Indemnitee in defending any proceeding in advance of its final disposition，provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Indemnitee to repay all amounts advanced if it should be ultimately determined that the Indemnitee is not entitled to be indemnified under this Article VIII or otherwise.
C. Claims.
If a claim for indemnification or payment of expenses under this Article VIII is not paid in full within sixty days after a written claim therefor by the Indemnitee has been received by HHSC, the Indemnitee may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action HHSC shall have the burden of proving that the Indemnitee is not entitled to the requested indemnification or payment of expenses under applicable law.
D. Other Sources.
HHSC’s obligation, if any, to indemnify or to advance expenses to any Indemnitee who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Indemnitee may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or nonprofit enterprise.
E. Amendment or Repeal.
Any repeal or modification of the foregoing provisions of this Article VII shall not adversely affect any right or protection hereunder of any Indemnitee in respect of any act or omission occurring prior to the time of such repeal or modification.
F. Indemnification not Exclusive.
The rights conferred on any Indemnitee by this Article VII shall not be exclusive of any other rights which such Indemnitee may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of disinterested Trustees, or otherwise.
G. Insurance.
HHSC may purchase and maintain insurance on behalf of any person who is or was a Trustee, officer, employee or agent of HHSC, or who is or was serving at the request of HHSC as a Trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of their status as such, whether or not HHSC would have the power to indemnify such person against such liability under the provisions of this Article VII.
H. Other Indemnification and Prepayment of Expenses.
This Article VII shall not limit the right of HHSC, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Indemnitees when and as authorized by appropriate corporate action.
ARTICLE VIII. MISCELLANEOUS
A. Loans to Management.
HHSC will make no loans to any of its Trustees or officers.
B. Construction.
If any portion of these bylaws shall be invalid or inoperative, then so far as is reasonable and possible the remainder of these bylaws shall be considered valid and operative, and effect shall be given to the intent manifested by the portion held invalid or inoperative.
C. Effective Date.
These bylaws will be effective upon acceptance or ratification by the Board of Trustees.