LAKE HOUSTON SOCCER ALLIANCE ADULT SOCCER ORGANIZATION By-laws Article I. General ............................................................................................................ 3 Section 1.01 Name ................................................................................................... 3 Section 1.02 Purpose and Status: ............................................................................. 3 Section 1.03 Laws of the Game ............................................................................... 3 Section 1.04 Jurisdiction .......................................................................................... 3 Section 1.05 Equal Opportunity............................................................................... 3 Section 1.06 Seasonal and Fiscal Years ................................................................... 3 Section 1.07 Use of Name and Logo and Colors ..................................................... 3 Section 1.08 Robert’s Rules of Order and Quorum ................................................. 3 Article II. Membership .................................................................................................... 4 Section 2.01 Eligibility ............................................................................................ 4 Section 2.02 Terms of Membership ......................................................................... 4 Section 2.03 General Responsibilities ..................................................................... 4 Section 2.04 Prohibition on Transferring and Assigning Membership ................... 4 Section 2.05 Fines and Suspension of Membership ................................................ 4 Section 2.06 Resignation of Membership ................................................................ 4 Section 2.07 Reinstatement of Membership ............................................................ 4 Article III. Administration ............................................................................................ 5 Section 3.01 Government......................................................................................... 5 Section 3.02 Executive Board .................................................................................. 5 Section 3.03 Elections .............................................................................................. 5 Section 3.04 Resignation and Removal of Positions ............................................... 5 Article IV. Committees ................................................................................................. 6 Section 4.01 Standing Committees .......................................................................... 6 Section 4.02 Special Committees ............................................................................ 7 Article V. Meetings ...................................................................................................... 7 Section 5.01 Types of Meetings............................................................................... 7 (a) League meetings: ............................................................................................ 7 (b) Board meetings: .............................................................................................. 7 (c) Annual Meeting: ................................................................................................. 7 Article VI. Administrative............................................................................................. 8 Section 6.01 Fiscal Year Budget .............................................................................. 8 Section 6.02 Accounts, Books, and Records ........................................................... 8 Article VII. Indemnification ........................................................................................... 8 Article VIII. Grievances, Disputes, and Appeals ............................................................. 9 Section 8.01 General Requirements ......................................................................... 9 Section 8.02 Resolution of Disputes ........................................................................ 9 Section 8.03 Appeals ............................................................................................. 10 Section 8.04 Exhaustion of Remedies ................................................................... 10 Article X. Enactment ................................................................................................. 10 Article I. General Section 1.01 Name (a) The name of the organization shall be the Lake Houston Soccer Alliance, Adult Soccer Organization, referred to as LHSA henceforth in this document. Section 1.02 Purpose and Status: (a) The purpose of LHSA shall be to provide men and women, regardless race, color, religion, national origin, or sex, with the opportunity to play the game of soccer in an organized soccer league. (b) The status of LHSA is established as a nonprofit organization. Section 1.03 Laws of the Game (a) The “Laws of the Game” as authorized by International Football Association Board, as well as modified variations of play to assist LHSA in the spirit of soccer, apply to LHSA soccer games. Section 1.04 Jurisdiction (a) LHSA shall have jurisdiction over all members, players, official, administrators, and referees affiliated with LHSA. Each member team and player shall adhere to the Bylaws of LHSA and comply with its authority. Section 1.05 Equal Opportunity (a) LHSA shall provide an equal opportunity to athletes, coaches, trainers, managers, administrators, and officials to participate in LHSA soccer competitions. (b) Individual service on the Board of Directors, any Committee, or special, designated role of LHSA, shall be selected without regard to race, color, religion, national origin, or sex. Section 1.06 Seasonal and Fiscal Years (a) The season and fiscal year of LHSA each begin on September 1 of one calendar year and ends on August 31 of the following calendar year. Section 1.07 Use of Name and Logo and Colors (a) Use of the names or initials of LHSA or any trade names as designated by the LHSA Board of Directors, or any of its logos shall only be used as provided under these bylaws or by the express written consent of LHSA Section 1.08 Robert’s Rules of Order and Quorum (a) Except as otherwise provided in these bylaws, all meetings shall be conducted in accordance with the latest authorized edition of Robert’s Rules of Order. (b) A quorum at any meeting shall be a majority of the total number of eligible votes of all members. Article II. Membership Section 2.01 Eligibility (a) Membership of LHSA is open to all soccer organizations and all soccer players, coaches, managers, administrators, and officials without discrimination on the basis of race, color, age, sex, or national origin. Section 2.02 Terms of Membership (a) Acceptance of membership application is contingent upon meeting all the requirements for membership as set forth in the Bylaws. (b) Membership is for one seasonal year. If membership is granted after the beginning of the seasonal year, membership will be for the remaining balance of the seasonal year. (c) Membership renews each seasonal year as long as the member is in good standing with LHSA and the Board of Directors grants continued membership. Section 2.03 General Responsibilities (a) Each member must do the following: (i) Comply with the Bylaws of LHSA (ii) Comply with the policies, rules, and requirements of LHSA (iii) Submit to LHSA amendments to the charter or articles of incorporations, bylaws, rules and regulations not later than 90 days after the adoption of the amendment. (iv) Pay fees due to LHSA by required deadlines (v) Each Member will remain its own autonomy except as provided by these bylaws. Section 2.04 Prohibition on Transferring and Assigning Membership (a) Membership in LHSA is not transferable or assignable. Membership terminates when LHSA dissolves. Section 2.05 Fines and Suspension of Membership (a) The Board of Directors may suspend and fine any member of LHSA if the Board determines that: (i) The conduct of the member is adverse to the best interests of soccer or LHSA (ii) The member has not complied with the requirements of membership in LHSA. (b) Any person participating in a LHSA program or duty that fails to pay fees within 30 days after the due date, the delinquent member shall automatically be suspended from LHSA. (c) The Board of Directors shall provide reasonable notice to the member of the time and place of the hearing and provide the member reasonable opportunity to present evidence in support of the member’s position. (d) Any suspension and fine or other disciplinary action imposed by LHSA in accordance with these bylaws shall be recognized by all members of LHSA. Section 2.06 Resignation of Membership (a) Any member may resign from LHSA by submitting a written resignation to LHSA. The resignation need not be accepted by LHSA to be effective. A member’s resignation does not relieve the member of any obligation to pay any fees that had been accrued and were unpaid before the effective date of the resignation. Section 2.07 Reinstatement of Membership (a) A suspended member of LHSA may submit a request for reinstatement. The Board of Directors may reinstate the membership of a suspended member on reasonable terms that the Board considers appropriate. Article III. Administration Section 3.01 Government (a) LHSA shall be governed by its members. The governing body shall consist of the LHSA Executive Board and one official representative from each member team in good standing. (b) Each member team in good standing shall be entitled to one (1) vote. A list of the official team representatives shall be retained by the Secretary of LHSA, and only the listed representative or their official LHSA proxy will be entitled to cast votes for their member team. (c) LHSA business affairs shall be managed and conducted by the Executive Board, hereinafter referred to as the Board, which may exercise all powers of the organization and perform all lawful acts which are not in violation of this Constitution or the Bylaws. Section 3.02 Executive Board (a) The Executive Board shall consist of the following ten (10) officers, with duties as set forth in the Bylaws: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) President Vice President Registrar Treasurer Secretary Scheduler Web master Field Coordinator Social Chairman Player development (b) Officers shall be elected by ballot by the team representatives to serve for a oneyear term or until their successors are elected, as set forth in the Bylaws. Their term of office shall begin at the close of the Annual Meeting at which they are elected. Section 3.03 Elections (a) Elections shall be held during the Annual Meeting, except in the case of electing a permanent replacement to fill a vacancy, as set forth in the Bylaws. (b) A person may hold only one elected office at a time. A person may not be both an Officer and a team representative for voting purposes. Section 3.04 Resignation and Removal of Positions (a) An Executive Board Officer may be removed, without cause, at any time from office. (b) The Board, by a two-thirds vote of all Board members, may initiate the removal process of an Officer. (c) The Team Representatives, by sending a written petition signed by at least 25% of the team representatives in good standing to the Executive Board at the LHSA mailing address, may initiate the removal process of an Officer. (d) The individual members of LHSA, by sending a written petition signed by at least 25% of the individual members in good standing to the Executive Board at the LHSA mailing address, may initiate the removal process of an Officer. (e) A special league meeting will be called to allow the Officer subject to removal an opportunity to speak in his/her behalf. (f) Team representatives will be notified, in writing, 14 days in advance of the special league meeting. If a majority of the team representatives present to vote, the officer in question shall immediately be removed from office and replaced by an interim replacement. (g) Individual members of LHSA will be notified, in writing, 14 days in advance of the special league meeting. If a majority of the individual members present to vote, the officer in question shall immediately be removed from office and replaced by an interim replacement. (h) Upon the resignation or removal of an Officer, the following procedures shall be enforced to fill the vacancy. (i) If the President resigns or is removed from office, the Vice President, in addition to the duties of that office, shall take over the duties of the Presidency for no more than a three month interim, during which time the team representatives shall elect a permanent replacement to complete the term of office. (j) If an Officer other than the President resigns or is removed from office, the President shall appoint, with the approval of the Board, a member to serve for no more than a three-month interim, during which time the team representatives shall elect a permanent replacement to complete the term of office. (k) Any Officer selected in this manner will serve the remaining term of the position, subject to the bylaws, rules, and policies of LHSA. Section 3.05 Article IV. Committees Section 4.01 Standing Committees (a) LHSA shall have the following six (6) standing committees, with duties as set forth in the Bylaws: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) Amendments Bracketing Disciplinary & Protest Nominations/Election Publicity Tournaments 8v8 Over 30 (b) Except as otherwise noted in the Bylaws, the Board of Directors shall prescribe the responsibilities of each standing committee. (c) The members of each standing committee shall be a chairman and one member from each member team. (d) Each standing committee chairman may prescribe responsibilities to the committee members in relation to the nature and purpose of the standing committee. (e) The President of LHSA shall appoint the chairman of each standing committee with the approval of the Board of Directors. Each team representative will appoint one member to each standing committee. (f) Members of the standing committees shall be appointed annually. A standing committee member continues to serve until a successor has been appointed. Section 4.02 Special Committees (a) Subject to the approval of the Board of Directors, the President of LHSA may establish special committees, appoint the members and chairman of each of those committees, and prescribe the responsibilities of each. Section 4.03 Restriction (a) No member of a committee may receive compensation (except reimbursement for expenses) for services performed as a committee member. Article V. Meetings Section 5.01 Types of Meetings (a) League meetings: (i) Involve both the Executive Board and the Team Representatives. (ii) There will be two regular meetings per playing season requiring a quorum of team representatives for all matters of voting. (iii) Special meetings may be called by the President, five (5) Board members, or by a written petition signed by at least 25% of the team representatives. (iv) A majority of the team representatives must be present in order to conduct league business. (b) Board meetings: (i) Involve only the Executive Board: (ii) Regular meetings will be held based on a schedule designed for the LHSA seasonal year. (iii) Special meetings may be called by the President or by five (5) Board members. (iv) Six (6) Board members must be present in order to conduct league business. (c) Annual Meeting: (i) Is a league meeting at which the regular elections for Officers are held and amendments to the Constitution and Bylaws are brought to a vote. (ii) The Annual Meeting shall be held by the first week of June every seasonal year. (iii) A quorum of team representatives is necessary for all matters of voting. (d) The Bylaws may be amended by a two-thirds vote of the voting members in good standing present at the Annual Meeting, provided all the voting parties have been given fifteen (15) days prior written notice of the meeting and a written copy of the proposed amendments. Amendments receiving approval shall not become effective until commencement of the following seasonal year, unless deemed necessary by the voting members and special provisions are implemented for communication, adherence and enforcement of the amendment. Article VI. Administrative Section 6.01 Fiscal Year Budget (a) The Budget Committee shall prepare a proposed budget for LHSA for the next fiscal year. The Committee shall submit its proposed budget to the Board of Directors for approval. After the Board has approved a proposed budget, it shall be distributed to all members. Section 6.02 Accounts, Books, and Records (a) LHSA shall maintain adequate and correct accounts, books, and records of its business and properties. (b) All accounts, books, and records of LHSA are open for inspection by members of the Board of Directors and members of LHSA in the manner provided for in (identify governing record for non-profit organization in Texas).. Article VII. Indemnification Section 7.01 LHSA shall indemnify each of its present or former directors, officers, employees, committee members, agents, and other persons specified from time to time by the Board of Directors, against all expenses actually and reasonably incurred by the person (including judgments, costs, and counsel fees) in connection with the defense of any pending or threatened litigation to which that person is, or is threatened to be made, a party because that person is or was serving in such a capacity. This right of indemnification may also apply to expenses of litigation which is compromised or settled, including amounts paid in settlement, if LHSA approves the settlement. Such a person shall be indemnified if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of LHSA. The termination of any litigation by judgment, order, settlement, conviction, or plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith or in a manner the person reasonably believed to be in or not opposed to the best interests of LHSA. Section 7.02 Any amount payable as indemnification under this bylaw may be paid by LHSA on a determination by the Board of Directors, not including those members who have incurred expenses in connection with the litigation for which indemnification is sought, that the person in question met the standard of conduct provided for under this bylaw. If no such disinterested Board members are available, the required determination shall be made by a majority vote of the disinterested LHSA members. Section 7.03 Any expenses incurred by a qualified person in connection with the defense of any litigation may be paid by LHSA in advance of a final disposition of the litigation on receipt of a written commitment by that person to repay the amount advanced if it is determined that the person is not entitled to indemnification under this bylaw. Section 7.04 The Board of Directors may authorize the purchase of insurance on behalf of any person that may potentially be indemnified under this bylaw. That insurance may include indemnification for those persons for expenses of a kind not subject to indemnification under this bylaw. Article VIII. Grievances, Disputes, and Appeals Section 8.01 General Requirements (a) LHSA shall have grievances, disputes, and appeals provisions in its bylaws, rules, or other document that clearly states the procedures under which adjudication of appeals and other disciplinary matters shall occur. (b) If LHSA does not have those procedures required by section 8.01(a) of this bylaw, the following procedures apply: (i) All parties are entitled to a hearing with proper notification. (ii) Once a grievance, dispute, or appeal has been properly filed, the President of LHSA shall notify all involved parties within 5 days of receipt of the grievance, dispute, or appeal, the nature of the grievance, dispute, or appeal, the names of all parties, a copy of the grievance, dispute, or appeal, and the date, time, and place of the hearing. (iii) The conduct of the hearing shall be as determined by the rules of LHSA. (iv) A written record (called the official record) shall be kept of the proceedings. (v) A written notification of the decision shall be sent to all involved parties within 7 days of the hearing. This notice shall be sent by certified mail. (vi) All hearings shall be scheduled to be held within 30 days. Section 8.02 Resolution of Disputes (a) A dispute between or among LHSA Members shall be resolved by a special commission of the Board of Directors as follows: (b) Any LHSA Member involved in a dispute between or among LHSA Members shall submit a written petition to the Board of Directors for the resolution of the dispute. (c) Within 30 days of receiving the petition, the President of LHSA, in consultation with the Board of Directors, shall appoint a special commission composed of 3 or 5 members. (d) Each special commission may prescribe appropriate procedures for resolving the dispute, except that a hearing shall be conducted within 90 days of receipt of the petition, and a written decision or resolution shall be issued within 120 days of receipt of the petition. (e) The decision of the special commission is final and binding on all parties. (f) The President may require the disputing parties to participate in mediation before the appointment of the special commission, in which case the deadlines provided in paragraph 9.02(c) are extended by not more than 30 days. (g) With respect to all other disputes, LHSA favors the resolution of disputes through mediation whenever possible; shall provide for the prompt resolution of disputes; and shall prescribe policies to carry out this section. Section 8.03 Appeals (a) All appeals should be directed to the Board of Directors that shall prescribe policies to carry out this bylaw. Section 8.04 Exhaustion of Remedies (a) No Member of LHSA, official, league, club, team, player, coach, administrator or referee may invoke the aid of the courts of the United States or of a state without first exhausting all available remedies within the appropriate soccer organizations, and as provided within LHSA. (b) For a violation of this bylaw, the offending party shall be subject to suspension and fines, and shall be liable to LHSA for all expenses incurred by LHSA and its officers and members of the Board of Directors in defending each court action, including the following: (i) court costs; (ii) attorney’s fees; (iii) reasonable compensation for time spent by LHSA officials and employees in responding to and defending against allegations in the action, including responses to discovery and court appearances; (iv) travel expenses; and (v) expenses for holding special National Council meetings necessitated by court action. Article IX. Dissolution Section 9.01 This organization may be dissolved by a three-fourths vote of the voting members in good standing present at a regular league meeting or a special league meeting called for this purpose, provided that thirty (30) days notice shall precede such league meeting by a mailing (certified mail) to all officers and members. Upon affirmative vote to dissolve, proper action shall be taken by the Board to wind up the affairs of the organization. Section 9.02 Upon dissolution, all of the organization's net assets shall be distributed to bona fide non-profit organizations as directed by the Board. No part of such funds shall inure, or be distributed, to the members of LHSA. Article X. Enactment Section 10.01 The bylaws submitted herewith, having been ratified by the members present and voting at the Annual League meeting of (month day, year), became effective on that date.