Oregon Adult Soccer Association
|
|
|
|
BYLAWS (CONSOLIDATED) OF OREGON ADULT SOCCER ASSOCIATION, INC. June 2000 CONTENTS ARTICLE I - Purposes 1.1 Primary Purpose ARTICLE II - Affiliation 2.1 USSF and USASA 2.2 Leagues 2.3 Teams, Players, Referees and Coaches 2.4 Other Entities 2.5 Liability ARTICLE III - Authority 3.1 Compliance 3.2 Penalties 3.4 Arbiter 3.5 Rules, Procedures and Decisions ARTICLE IV - Offices 4.2 Principal and Other Offices ARTICLE V - Board of Directors 5.1 General Powers 5.2 Qualification 5.4 Number 5.5 Term 5.6 Resignation 5.7 Removal 5.8 Vacancies 5.9 Compensation 5.10 Regular Meetings 5.11 Special Meetings 5.12 Telephone Meetings 5.14 Notice of Meetings 5.15 Waiver of Notice 5.17 Quorum 5.18 Voting 5.19 Committees 5.20 Executive Committee 5.21 Standing Committees 5.22 General Standards for Directors 5.23 Loans to Directors ARTICLE VI - Officers 6.1 Number 6.2 Election and Term of Office 6.3 Resignation 6.4 Removal 6.5 President 6.6 Vice Presidents 6.7 Secretary 6.8 Registrar 6.9 Treasurer 6.10 Salaries 6.11 Standards of Conduct for Officers ARTICLE VII - Contracts and Finances 7.1 Contracts 7.2 Loans 7.4 Deposits 7.5 Spending Limits ARTICLE VIII - Notice 8.1 Written Notice ARTICLE IX - Appeals 9.1 Scope 9.2 Procedure 9.4 Decision 9.5 Further Appeals 9.6 Exclusive Remedy ARTICLE X - Seasonal and Fiscal Years 10.1 Seasonal Year 10.2 Fiscal Year ARTICLE XI - Amendments 11.1 Amendments ARTICLE XII - Association Responsibilities 12.1 Association Responsibilities BYLAWS OF OREGON ADULT SOCCER ASSOCIATION, INC.
ARTICLE I 1.1 Primary Purpose. Oregon Adult Soccer Association, Inc. (the "Association") is organized and shall be operated exclusively to develop, promote and administer the game of soccer among amateur players, men and women, in the State of Oregon. 1.2 Additional Purposes. The Association shall assist the resolution of questions and controversies arising in the administration of the game of soccer in Oregon, coordinate activities of the United States Soccer Federation, Incorporated (the "USSF") and the United States Adult Soccer Association, Inc. (the "USASA") in Oregon and describe and delimit geographic boundaries of affiliated leagues within which affiliated individuals and teams may participate.
ARTICLE II 2.1 USSF and USASA. The Association shall affiliate with and comply with the authority and applicable rules of the USSF and the USASA and any legal successors to these entities. 2.2 Leagues. Leagues shall affiliate with the Association initially by making application to the Association and receiving the approval of the Board of Directors. Leagues shall continue their affiliation by paying the annual affiliation fee and conforming to these Bylaws and the rules, procedures and decisions of the Association. Leagues with fewer than four (4) teams shall not be permitted to affiliate, or continue to affiliate, with the Association. 2.3 Teams, Players, Referees and Coaches. Teams, players, referees and coaches shall affiliate with the Association by registering with the Association, paying all applicable fees and conforming to these Bylaws and the rules, procedures and decisions of the Association. 2.4 Other Entities. Other entities shall affiliate with the Association initially by making application to the Association and receiving the approval of the Board of Directors. Such entities shall continue their affiliation by paying the annual affiliation fee and conforming to these Bylaws and the rules, procedures and decisions of the Association. 2.5 Liability. The Association assumes no liability for the debts or other obligations of any league, team, player, referee, coach or other entity which is affiliated with the Association.
ARTICLE III 3.1 Compliance. By registering with the Association, all affiliated leagues, teams, players, referees, coaches and other entities agree to and shall comply with these Bylaws and the rules, procedures and decisions of the Association, the USASA and the USSF. 3.2 Penalties. The Association shall have the power to penalize affiliated leagues, teams, players, referees, coaches and other entities for violations of these Bylaws or the rules, procedures or decisions of the Association. A penalty may consist of, but is not limited to, a warning, a fine, loss of points, forfeiture of games, suspension or expulsion. 3.3 Priority in Scheduling. In the event of any conflict in scheduling between games or competitions of the Association and games or competitions of affiliated leagues or teams, the Association shall have the power to suspend the conflicting games or competitions of the affiliated leagues or teams. 3.4 Arbiter. The Association shall have the power to arbitrate disputes between or among affiliated leagues, teams, players, referees, coaches or other entities. 3.5 Rules, Procedures and Decisions. The Association shall have the power to adopt rules and procedures and to make decisions which it deems necessary to accomplish its purposes.
ARTICLE IV 4.1 Registered Office. The Association shall continuously maintain in the State of Oregon a registered office that may be, but need not be, the same as any of its places of operation. (ORS 65.111(2)) 4.2 Principal and Other Offices. The Association may locate its principal office and such other offices, within the State of Oregon, as the Board of Directors may designate or as the business of the Association may require from time to time. ARTICLE V 5.1 General Powers. All corporate powers of the Association shall be exercised by or under the authority of, and the affairs of the Association managed under the direction of, the Board of Directors, subject to any limitation set forth in the Articles of Incorporation. (ORS 65.301(2)) 5.2 Qualification. All Directors must be individuals. Directors need not be residents of the State of Oregon, unless required by the Articles of Incorporation. (ORS 65.304) 5.3 Election and Appointment. All the Directors shall be elected or appointed as provided in the Articles of Incorporation or these Bylaws. (ORS 65.311(2)) 5.4 Number. (a) The Board of Directors shall consist of a number of individuals determined as follows: (b) The State Referee Administrator shall be appointed as provided in the bylaws, policies and rules of the USSF. (c) Each affiliated league shall be entitled to representation on the Board of Directors during the current seasonal year, based on the largest number of affiliated teams registered to the affiliated league during the immediately prior seasonal year, as follows: (d) Each affiliated entity other than a league shall be entitled to one representative on the Board of Directors. (e) If an affiliated league ceases to be affiliated with the Association at any time for any reason, then it immediately shall no longer be entitled to any representation on the Board of Directors. 5.5 Term. (a) An individual who is a Director as a result of being an officer of the Association shall continue to serve as a Director until the adjournment of the meeting of the Board of Directors at which his or her successor is elected. (b) An individual who is a Director as a result of being the State Referee Administrator shall continue to serve as a Director until the adjournment of the meeting of the Board of Directors at which his or her successor is appointed. (c) An individual who is a Director as a result of being a representative of an affiliated league or other affiliated entity shall continue to serve as a Director until the affiliated league or other affiliated entity notifies the Secretary of the Association in writing of the appointment of his or her successor. (ORS 65.314) 5.6 Resignation. (a) A Director may resign at any time by delivering written notice to the Board of Directors, the President or the Secretary. (ORS 65.321(1)) (b) A resignation is effective when the notice is effective under Article VIII unless the notice specifies a later effective date. (ORS 65.321(2), .034) (c) Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the Board of Directors. (ORS 65.321(3)) 5.7 Removal. (a) A Director may be removed only at a meeting of the Board of Directors called for the purpose of removing the Director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the Director. A Director who has been removed promptly thereafter shall be given written notice thereof by the Secretary of the Association. (ORS 65.324(5)) (b) A Director who is an officer of the Association or is the State Referee Administrator may be removed with or without cause, unless the Articles of Incorporation provide that Directors may be removed only for cause, by the vote of two-thirds (2/3) of the Directors then in office or such greater number as is set forth in the Articles of Incorporation. (ORS 65.324(8), .331(2)) (c) A Director who is a representative of an affiliated league or other affiliated entity may be removed only by the action of the affiliated league or other affiliated entity. (ORS 65.324(2)) 5.8 Vacancies. (a) If a vacancy occurs on the Board of Directors and the vacancy is a position held by an officer of the Association or the State Referee Administrator, then the Board of Directors shall fill the vacancy. If the Directors remaining in office constitute fewer than a quorum of the Board of Directors, they may fill the vacancy by the affirmative vote of a majority of all the Directors remaining in office. (ORS 65.334(1)) (b) If a vacancy occurs on the Board of Directors and the vacancy is a position held by a representative of an affiliated league or other affiliated entity, then the affiliated league or other affiliated entity shall fill the vacancy. (ORS 65.334(1)) 5.9 Compensation. No Director shall be paid his or her expenses of attendance at any meeting of the Board of Directors, a salary for his or her service as a Director or a fixed sum for attendance at each meeting of the Board of Directors. The preceding shall not preclude any Director from serving the Association in any other capacity and receiving compensation therefor or from incurring expenses on behalf of the Association and receiving reimbursement therefor. (ORS 65.335) 5.10 Regular Meetings. (a) Unless the Articles of Incorporation provide otherwise, regular meetings of the Board of Directors may be held without notice of the date, time, place or purpose of the meeting. The Board of Directors may provide, by resolution, the date, time and place, either within or without the State of Oregon, for the holding of regular meetings without other notice than such resolution. (ORS 65.344(1), .337(1), .337(2)) (b) Unless determined otherwise by the Board of Directors, the Board of Directors shall hold its annual meeting in June of each year. (c) Unless determined otherwise by the Board of Directors, the Board of Directors shall hold meetings in March, September and November of each year. 5.11 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any five (5) of the Directors. The person or persons authorized to call special meetings of the Board of Directors may fix the date, time and place, either within or without the State of Oregon, as the date, time and place for holding any special meeting of the Board of Directors called by him, her or them. (ORS 65.337(1), .337(2), .344(3)) 5.12 Telephone Meetings. Unless the Articles of Incorporation provide otherwise, the Board of Directors may permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through, use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting. (ORS 65.337(3)) 5.13 Action Without a Meeting. (a) Unless the Articles of Incorporation provide otherwise, action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if the action is taken by all members of the Board of Directors. The action must be evidenced by one or more written consents describing the action taken, signed by each Director and included in the minutes or filed with the corporate records reflecting the action taken. (ORS 65.341(1)) (b) Action taken under this Section is effective when the last Director signs the consent, unless the consent specifies an earlier or later effective date. (ORS 65.341(2)) (c) A consent signed under this Section has the effect of a meeting vote and may be described as such in any document. (ORS 65.341(3)) 5.14 Notice of Meetings. (a) Unless the Articles of Incorporation provide for a longer or shorter period, special meetings of the Board of Directors must be preceded by at least seven (7) days notice to each Director of the date, time and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the Articles of Incorporation. (ORS 65.344(2), .034) (b) Notwithstanding any other provision of these Bylaws, the annual meeting of the Board of Directors shall be preceded by at least fourteen (14) days notice to each Director of the date, time and place of the meeting. 5.15 Waiver of Notice. (a) A Director at any time may waive any notice required by law, the Articles of Incorporation or these Bylaws. Except as provided in subsection (b) of this Section, the waiver must be in writing, must be signed by the Director entitled to the notice, must specify the meeting for which notice is waived and must be filed with the minutes or corporate records. (ORS 65.347(1)) (b) A Director's attendance at or participation in a meeting waives any required notice to the Director of the meeting unless the Director at the beginning of the meeting, or promptly upon the Director's arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. (ORS 65.347(2)) 5.16 Organization of Meetings. At every meeting of the Board of Directors: (a) The President, or if the President is absent, then the Vice Presidents in the order designated by the Board of Directors, or if all of the Vice Presidents are absent, then any Director chosen by a majority of the Directors present at the meeting, shall act as chairman of the meeting. (b) The Secretary, or if the Secretary is absent, then any individual chosen by a majority of the Directors present at the meeting, shall act as secretary of the meeting. 5.17 Quorum. Unless the Articles of Incorporation require a greater number or a lesser number, a quorum of the Board of Directors consists of a majority of the number of Directors provided in Section 5.4. (ORS 65.351(1)) 5.18 Voting. (a) If a quorum is present when a vote is taken, the affirmative vote of a majority of Directors present is the act of the Board of Directors unless the Articles of Incorporation or these Bylaws require the vote of a greater number of Directors. (ORS 65.351(3)) (b) A Director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless: The right of dissent or abstention is not available to a Director who votes in favor of the action taken. (ORS 65.351(4)) 5.19 Committees. (a) Unless the Articles of Incorporation provide otherwise, the Board of Directors may create one or more committees of the Board of Directors which exercises the authority of the Board of Directors and shall appoint members of the Board of Directors to serve on them. The Board of Directors shall appoint one member of each committee as the chairman of the committee. Each committee shall have two (2) or more members, who shall serve at the pleasure of the Board of Directors. (ORS 65.354(1)) (b) The creation of a committee and appointment of members to it must be approved by a majority of all the Directors in office when the action is taken. (ORS 65.354(2)) (c) The provisions of the Articles of Incorporation and these Bylaws governing meetings, action without meetings, notice, waiver of notice and quorum and voting requirements of the Board of Directors apply to committees and their members as well. (ORS 65.354(3)) (d) Except as provided in subsection (e) of this Section, to the extent specified by the Board of Directors or in the Articles of Incorporation, each committee may exercise the authority of the Board of Directors. (ORS 65.354(4)) (e) A committee may not: 5.20 Executive Committee. (a) The Executive Committee of the Board of Directors shall exist at all times and may exercise all of the authority of the Board of Directors, subject to the limitations provided in Section 5.19. (b) The members of the Executive Committee shall be all of the officers of the Association in office at any given time. (c) The Executive Committee shall hold meetings, as deemed necessary by the members of the Executive Committee. Minutes of meetings of the Executive Committee shall be submitted to the Board of Directors for review and ratification. 5.21 Standing Committees. (a) The following standing committees, which shall not be committees of the Board of Directors, shall exist at all times and shall assist the Board of Directors in their designated areas: (b) The Board of Directors shall appoint all members of the standing committees. The chairmen of the standing committees shall be members of the Board of Directors. The members of the standing committees, except for the chairmen, may, but need not be, members of the Board of Directors. (c) The standing committees shall hold meetings on a periodic basis, as deemed necessary by their respective chairmen. Minutes of meetings of the standing committees shall be submitted to the Board of Directors for review and ratification. 5.22 General Standards for Directors. A Director shall discharge the duties of a Director, including the Director's duties as a member of a committee of the Board of Directors: (a) In good faith; (b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (c) In a manner the Director reasonably believes to be in the best interests of the Association. (ORS 65.357(1)) 5.23 Loans to Directors. (a) The Association may not lend money to or guarantee the obligation of a Director or officer of the Association. (ORS 65.364(1)) (b) The fact that a loan or guarantee is made in violation of this Section does not affect the borrower's liability on the loan. (ORS 65.364(3))
ARTICLE VI 6.1 Number. (a) The officers of the Association shall be: (1) the President, (2) one or more Vice Presidents, (3) the Secretary, (4) the Registrar, and (5) the Treasurer, each of whom shall be elected by the Board of Directors. (ORS 65.371(1)) (b) The same individual may simultaneously hold more than one office in the Association. (ORS 65.371(3)) (c) No officer shall serve simultaneously as an officer of an affiliated league or other affiliated entity or as the State Referee Administrator. 6.2 Election and Term of Office. The President, those Vice Presidents as determined by the Board of Directors and the Treasurer shall be elected at the annual meeting of the Board of Directors in odd-numbered years. Those Vice Presidents as determined by the Board of Directors, the Secretary and the Registrar shall be elected at the annual meeting of the Board of Directors in even-numbered years. Each officer shall hold office until a successor shall have been duly elected and shall have qualified or until the officer's resignation or removal. 6.3 Resignation. (a) An officer may resign at any time by delivering notice to the Association. A resignation is effective when the notice is effective under Article VIII unless the notice specifies a later effective date. (ORS 65.381(1), .034) (b) Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the Board of Directors. (ORS 65.381(3)) 6.4 Removal. The Board of Directors may remove any officer at any time with or without cause. (ORS 65.381(2)) 6.5 President. (a) The President shall be the principal executive officer of the Association and, subject to the control of the Board of Directors, in general shall supervise, direct and control the business and affairs and the other officers of the Association. The President shall perform all duties commonly incident to the office of President and such other duties as from time to time may be assigned by the Board of Directors. (ORS 65.374) (b) The President shall be the general representative of the Association in all legal and other matters. The President shall act as the chairman of all meetings of the Board of Directors and the Executive Committee. 6.6 Vice Presidents. In the absence of the President or in the event of the President's death, resignation or inability or refusal to act, the Vice Presidents, in the order designated by the Board of Directors, shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties as from time to time may be assigned by the President or the Board of Directors. (ORS 65.374) 6.7 Secretary. The Secretary shall: (a) Prepare the minutes of all meetings of the Board of Directors and the Executive Committee and shall have custody of the minute book and other corporate records; (b) See that all notices provided for in these Bylaws are duly given; (c) Authenticate records of the Association; and (d) In general perform all duties commonly incident to the office of Secretary and such other duties as from time to time may be assigned by the President or the Board of Directors. (ORS 65.374, .371(2)) 6.8 Registrar. The Registrar shall: (a) Process and maintain accurate records of all league, team and player registrations in accordance with the rules, procedures and decisions of the Association, the USASA and the USSF; (b) In general perform all duties commonly incident to the office of Registrar and such other duties as from time to time may be assigned by the President or the Board of Directors. (ORS 65.374) 6.9 Treasurer. The Treasurer shall: (a) Have charge and custody of and be responsible for all funds, securities and property of the Association; (b) Receive monies due and payable to the Association from any source whatsoever and deposit all such monies in the name of the Association in accordance with the provisions of Section 7.4; (c) Pay all debts and obligations of the Association; (d) Prudently invest the Association's cash; (e) If required by the Board of Directors, give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine; (f) Keep accurate financial records of the Association and present current written financial statements to each meeting of the Board of Directors and the Executive Committee; (g) Develop financial policies and fiscal controls for the Association; (h) Prepare an annual budget for the Association, which shall include registration and other fees, to be submitted for approval at the annual meeting of the Board of Directors; and (I) In general perform all duties commonly incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or the Board of Directors. (ORS 65.374) 6.10 Salaries. The salaries of the officers, if any, shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary because the officer is also a Director of the Association. Any officer who also is a Director may vote upon his or her own salary. 6.11 Standards of Conduct for Officers. An officer shall discharge the officer's duties: (a) In good faith; (b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (c) In a manner the officer reasonably believes to be in the best interests of the Association. (ORS 65.377(1))
ARTICLE VII 7.1 Contracts. Except as provided otherwise by law, these Bylaws or resolution of the Board of Directors, any officer is authorized to enter into any contract or execute and deliver any instrument in the name and on behalf of the Association, and such authority may be general or confined to specific instances. 7.2 Loans. No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. 7.3 Checks and Drafts. All checks, drafts or other orders for the payment of money and notes or other evidences of indebtedness issued in the name of the Association shall be signed by the Treasurer, or in his or her absence by the President or any Vice President. 7.4 Deposits. All funds of the Association not otherwise employed or invested shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories or financial institutions as the Treasurer may select. 7.5 Spending Limits. The Board of Directors shall approve, before they are incurred, individual expenditures of the Association which are in excess of Five Thousand Dollars ($5,000), with the exception of amounts routinely owed to the USASA and amounts specifically provided in written budgets previously approved by the Board of Directors.
ARTICLE VIII 8.1 Written Notice. Notice shall be in writing unless oral notice is specifically permitted under the circumstances by the Articles of Incorporation or these Bylaws. (ORS 65.034(1)) 8.2 Methods of Notice. Notice may be communicated in person, by telephone, telegraph, teletype or other form of wire or wireless communication or by mail or private carrier. (ORS 65.034(2)) (a) Oral notice is effective when communicated if communicated in a comprehensible manner. (ORS 65.034(4)) (b) Written notice, if in a comprehensible form, is effective at the earliest of the following: ARTICLE IX 9.1 Scope. Any affiliated league, team, player, referee, coach or other affiliated entity or person shall have the right to appeal to the Board of Directors any final decision that is relevant to the scope or mission of the Association which has been made by the Executive Committee, an affiliated league or team or any other affiliated entity or person. An appealed decision, including any associated suspension or other punishment, shall remain in effect during the pendency of the appeal. 9.2 Procedure. An appeal must be made in writing (briefly describing the matter and the basis of the appeal), directed to the Secretary of the Association and accompanied by an appeal fee in the amount established by the Board of Directors. The appeal and the appeal fee must be received by the Secretary within ten (10) days of receipt by the appellant of written notification of the decision which is being appealed. For good cause shown, the appeal fee may be waived. 9.3 Hearing an Appeal. If the procedures set forth in Section 9.2 have been followed, the appeal shall be heard at the next meeting of the Board of Directors. There shall be no obligation to call a special meeting of the Board of Directors for this purpose. Subject to rules of the proceeding established by the Board of Directors, the appellant may present written or oral testimony about the decision being appealed, as may the appellee. The hearing shall be informal and the rules of evidence shall not be followed, and the proceedings shall not be recorded unless the Board of Directors so determines. 9.4 Decision. The Board of Directors shall decide the appeal by majority vote and shall notify the appellant and the appellee of the decision in writing within a reasonable time thereafter. If the appellant is successful, the appeal fee shall be returned. 9.5 Further Appeals. Following the decision of the Board of Directors, or any person or committee appointed by the Board of Directors or Executive Committee to resolve a dispute or hear a disciplinary or other matter (including a referee assault), the losing party may appeal the decision in the manner provided in the bylaws, policies and rules of the USSF. 9.6 Exclusive Remedy. No affiliated league, team, player, referee, coach or other entity may invoke the aid of the courts of any state or the United States without first exhausting all available remedies within the Association and the USSF. For violating the preceding sentence, the offending party shall be liable to the Association and its Directors and officers for all expenses incurred in defending each court action, including but not limited to (a) court costs, (b) reasonable attorney fees, (c) reasonable compensation for time spent by Association Directors, officers and employees in responding to and defending against allegations in the action, including responses to discovery requests and court appearances, and (d) reasonable travel expenses.
ARTICLE X 10.1 Seasonal Year. The seasonal year of the Association shall be the seasonal year of the USASA, which is September 1 to August 31. 10.2 Fiscal Year. The fiscal year of the Association shall be July 1 to June 30.
ARTICLE XI 11.1 Amendments. Unless the Articles of Incorporation or law provide otherwise, these Bylaws may be amended by the Board of Directors at any regular or special meeting by a two-thirds (2/3) vote of Directors then in office. Such a meeting shall be preceded by at least ten (10) days' notice to each Director which shall state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to these Bylaws and which shall contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. (ORS 65.461, .077(3))
ARTICLE XII 12.1 Association Responsibilities. Notwithstanding any other provision of these Bylaws to the contrary, as required by USSF Bylaw 213: (a) The membership of the Association and the members of the Association shall be open to any soccer players, coaches, trainers, managers, administrators and officials not subject to suspension under section 4 of USSF Bylaw 241 and to any amateur soccer organization in its territory. (b) The Association will not discriminate against any individual on the basis of race, color, religion, age, sex or national origin. (c) The USSF’s articles of incorporation, bylaws, policies and requirements take precedence over and supersede the governing documents and decisions of the Association and its members to the extent applicable under Oregon law, and the Association and its members will abide by those articles of incorporation, bylaws, policies and requirements. (d) The Association will not join any organization that has requirements that conflict with the USSF’s articles of incorporation, bylaws, policies and requirements. (e) The Association shall register all of its players, coaches, teams, referees and administrators with the USSF at least once each year and timely pay all dues and fees of the USSF. (f) The Association and its members will abide by the USSF’s articles of incorporation, bylaws, policies and requirements on interplay. (g) The Association shall have its Board of Directors selected through an open and democratic election process. (h) Actions and policies adopted by the Board of Directors, Executive Committee or officers of the Association shall be reported to its membership, or their authorized representatives, at least once each year at a meeting of the Association’s membership, with notice and agenda of the meeting provided at least fifteen (15) days in advance of the meeting. (I) The Association shall provide to the Secretary General of the USSF an annual report on the activities of the Association and its most current annual financial statements within ninety (90) days after the start of the USSF’s seasonal year. (j) The Association will (1) provide annually to the USSF copies of the Association’s Articles of Incorporation, Bylaws and other governing documents, (2) submit changes to those documents to the USSF for approval not later than ninety (90) days after adoption and (3) make copies of these documents available to its members. (k) The Association will provide equitable and prompt hearing and appeal procedures to guarantee the rights of individuals to participate and compete. Those procedures shall include that all grievances involving the right to participate and compete in activities sponsored by the USSF and the Association and its members may be appealed to the USSF’s Appeals Committee that shall have jurisdiction to approve, modify or reverse a decision. (l) The Association shall maintain its tax exempt status under the Internal Revenue Code. (m) The Association shall adopt policies prohibiting sexual and physical abuse that meet certain minimum criteria established by the USSF (subject to any contrary requirements contained in state or local law applicable to the Association). (n) The Association will allow the USSF to review the documents and procedures of the Association, on request of the USSF not less than once every four (4) years, to determine compliance with the USSF bylaws.
|
|
|