Club Bylaws

BYLAWS OF BOULDER COUNTY UNITED

PREAMBLE. BC United is a Colorado 501(c)3 nonprofit organization established to promote the game of soccer as an enjoyable, beneficial, and safe experience for youth soccer players. It is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

I. NAME: The name of the Club shall be BOULDER COUNTY UNITED (it is sometimes referred to herein as “the Club,” “BC United” or “the Corporation.”)

II. MISSION: “SOCCER FOR LIFE”

BC United strives to advance and foster the game of soccer in our community. BC United will help empower our athletes to become complete and well-rounded soccer players. With teams that service all age groups and all levels of play, we enable our players to compete at their highest potential – from their first soccer experience, throughout the rest of their lives. The club embodies 12 core values: commitment, leadership, confidence, growth, perseverance, joy, courage, respect, determination, friendship, pride and integrity. It is the mission of BC United to help our members acquire a love of the game, for all the right reasons, that will last a lifetime.

III. DIVISIONS: The Board of Directors may increase or decrease the number of divisions of play within the club at its discretion.

IV. MEMBERSHIP:

A. Members of the Club shall have the right to participate in the sponsored activities of BC UNITED and the right to receive services from the Club. There shall be three classifications of membership— voting member, nonvoting member, and associate member.

1. Voting Members

a. Voting Members of BC UNITED shall be Properly Qualified Soccer Teams. Properly Qualified Soccer Teams shall be defined as the BC UNITED competitive division teams listed in the official League Directories maintained by BC UNITED effective as of the date of notice. An official League Directory shall be maintained for each division of the Club. The official League Directory shall be updated each season and posted on the BC UNITED website.

b. Voting Members Qualifications and Duties:

i. Each Voting Member will adhere to these Bylaws in connection with all matters pertaining to competitions sponsored by the Club.

ii. Each Voting Member shall be entitled to one vote at the Annual General Meeting or Special Meetings of BC UNITED, as set forth in these Bylaws. Each Voting Member will select one Team Manager or designated representative to represent it at the Annual General Meeting or any Special Meeting. Representatives and/or Team Managers will be listed in the League Directory. The Team Manager or designated representative will be the delegate of the Voting Member responsible for casting the vote of the Voting Member at any such Meeting and for the election of Directors.

2. Nonvoting Members. Individual players, coaches, referees, parents, team managers, and interested individuals are Nonvoting Members of this Club through their affiliation with Properly Qualified Soccer Teams.

B. Discipline, Censure, Suspension, or Removal of a Member. Any Member found to be in bad standing may be disciplined, censured, suspended or removed from the Club by a two-thirds (2/3) vote of the Board of Directors.

C. Liability Insurance. The Club shall provide liability insurance to cover players, Officers and Directors, coaches and administrators, with coverages, coverage amounts and premiums as determined by the Board of Directors or as mandated by any applicable law.

V. BOARD OF DIRECTORS

A. Board Configuration. The business affairs, activities and property of the Club shall be managed, directed, governed and controlled, and the powers of the Club shall be vested in and exercised by a Board of Directors. There shall be nine (9) qualified, elected Directors. The nine elected Directors are expected to serve staggered 3-year terms such that the term of three Directors ends each year. In the event that such staggering is altered for any reason (such as a resignation or departure mid-term), then the Board of Directors shall take appropriate action to return the terms to the 3-year stagger. Each of the nine (9) Directors shall have one (1) vote on each matter submitted to a vote of the Board of Directors.

B. Composition. The voting members of the Board of Directors shall consist of the nine (9) elected directors. The Board may appoint additional ex officio members, including an Executive Director. Ex officio members of the Board of Directors, including the Executive Director, shall have the same powers and duties as the Director, as set forth below, but shall not have a vote on any matter submitted to the vote of the Board of Directors, and their approval or consent is not required for any informal action by the Board of Directors.

C. Qualifications. Each Director must be:

1. A Nonvoting Member.

2. At least 18 years of age.

3. Submit a written application for nomination.

There shall be no more than two (2) Directors affiliated with the same BC UNITED Voting Member. This shall not apply to any Director whose Voting Member changes during his/her term.

D. Election of Directors

1. Any candidate wishing to serve as a Director must submit an application for nomination to the Secretary at least 30 days prior to the Annual General Meeting. The Board shall review all applications and validate the qualifications for each nominee. The Board shall select a slate of candidates from among the qualified applicants to be presented to the Voting Members. If there are fewer applicants than twice the number of vacant positions to be filled at the election, then all applicants will be placed on the slate. If there are more applicants than twice the number of vacant positions to be filled, the Board, in its sole discretion, may reduce the number of candidates to best serve the needs of the Club. The membership shall be notified at least ten (10) days prior to the Annual General Meeting of the slate of candidates.

2. The Directors will be elected by the Voting Members at the Annual General Meeting. The candidates that receive the highest number of votes from the Voting Members shall be elected as Directors for all vacant positions to be filled. For example, and for purposes of illustration, if there are three vacant Director positions, the three candidates receiving the most votes shall fill such positions. The Board of Directors shall establish the method of distributing ballots to the Voting Members and the process for returning the ballots, which ballots may be distributed and collected, and the voting may be conducted, via online means.

E. Vacancy. The Board of Directors will elect a new Director by majority vote to fill any vacancy that occurs within a Director’s term. Such new Director shall be Qualified and shall serve the remainder of the vacating Director’s term.

F. Removal from Office. Any elected Director may be removed from office in accordance with C.R.S. § 7-128-108; provided, however, Directors elected by the Voting Members may only be removed by the remaining Directors for cause, or by the unanimous vote of the remaining Directors. A Director removed from office is no longer qualified to serve as an Officer.

G. Resignation. Any Director may resign their Board position at any time by giving written notice to the Board of Directors. Any Director absent from four (4) meetings, without prior approval of the Board of Directors, during a period of twelve (12) consecutive months, shall be deemed to have voluntarily resigned from the Board of Directors. The vacancy shall be filled in accordance with these Bylaws. A Director who resigns, is no longer qualified to serve as an Officer.

H. Duties and Powers of the Board of Directors. The Board of Directors shall have all powers and duties necessary, appropriate, or convenient for the administration of the affairs of the Club and for the management and operation of the Club’s property and activities, and may do and perform all acts and things as are not prohibited by law, the Club’s Articles of Incorporation, or these Bylaws. These duties and powers of the Club shall include, but not be limited to:

1. Establishing and reviewing board policies governing the Club and its operations;

2. Ensuring adequate resources for the operation of the Club; helping to identify, cultivate, solicit and acknowledge donors;

3. Establish and supervise adequate accounting and financial procedures;

4. Promoting the goals and purposes of the Club and evaluating the Club against such goals and purposes;

5. Hire and/or retain personnel, including an Executive Director, and otherwise provide for the operation and management of the Club;

6. Establish fees for the services provided by the Club, approve the annual budget of the Club, and oversee the financial affairs of the Club;

7. Provide fields and a system for the registration of players, teams, coaches, and referees in support of the Club’s programs;

8. Communicate with members, the media, the state, regional, and national bodies, as appropriate, regarding the Club’s programs and operations;

9. Formulate programs to promote and improve the quality of soccer in the Boulder area, including player, coach, and referee programs;

10. Select, manage and operate local tournaments;

11. Assist the state bodies in their efforts to organize and host national and regional competitions;

12. Formulate, interpret, and enforce rules and regulations of the Club that may be necessary to successfully operate the Club in addition to these Bylaws; and

Anything in these Bylaws to the contrary notwithstanding, the Board of Directors is not empowered to perform any activity on behalf of the Club not permitted to be carried on by an organization exempt from Federal income taxation under Section 501(c)(3) of the United States Internal Revenue Code.

I. Disability. In the event of the absence or inability of any Director to act, the Board of Directors may reassign the powers and duties of such Director to any other Director.

J. Compensation. Directors shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Nothing herein shall preclude any Director from serving the Club in any other capacity and receiving compensation therefore.

K. Conflict of Interest. Each Director and Officer shall fully comply with the Club’s then-current conflict of interest policy which requires, among other things, the disclosure in reasonable detail any potential conflict of interest that such Director or Officer reasonably believes in good faith may exist as a result of his or her position as a Director or Officer. Each Director, at the time of first election or appointment to the Board, shall sign a confidentiality agreement with the Club.

L. Loans. No loans shall be made by the Club to its Directors or Officers.

M. Meetings

1. Regular Meetings. Regular meetings of the Board shall be held at least monthly at a time and place to be determined by the Board. The date and location of each meeting shall be posted on the BC UNITED website at least 7 days in advance. The President may change the time and/or location of the meeting provided at least seven days notification is given. The first 30 minutes of each meeting shall be open to all BC UNITED members for open discussion. Upon completion of the open session, Board meetings will be closed.

2. Special Meetings. Special meetings of the Board may be called at any time by the President (or in their absence by the Vice President), or by three (3) Directors, following the provisions of Section N.1. The business to be transacted at a special meeting must be specified in the notice and only that business may be transacted unless the Directors are present at the meeting and consent to the transaction of additional business.

3. Quorum. A quorum at all meetings of the Board shall consist of a majority of the Directors of the Board of Directors. The act of a majority of the Directors “present” at a properly called meeting at which a quorum is present shall be an act of the Board of Directors. If less than a quorum of directors is present for a scheduled meeting, those Directors present may, at their sole and absolute discretion, determine, after a reasonable amount of time after the scheduled time has passed, to wait to secure a quorum or to cancel that scheduled meeting. “Present” includes participation in person, or by remote communication. Directors shall be permitted to participate in a scheduled meeting by remote communication, upon request, and subject to the electronic communication capabilities of the Club.

4. Items of Business. Items of business for consideration by the Board of Directors may be submitted by any Member of the Club to any Director no later than seven days before the meeting. An Agenda, with items of business, shall be distributed to the Board by the Executive Director no later than two (2) working days prior to the meeting.

5. Order of Business. The order of business shall be as follows:

1. Call to Order
2. Minutes of Previous Meeting
3. Reports of Officers, Staff and Committees
4. Board Action Items
5. Future Agenda Items
6. Adjournment

N. Informal Action by Directors. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of the Directors at a meeting.

VI. OFFICERS

A. OFFICERS

1. President

2. Vice President

3. Secretary

4. Treasurer

B. DUTIES OF OFFICERS

1. President:

a. Shall be the Chairman of the Board of Directors.

b. Shall be familiar with the Bylaws of BC UNITED, the relevant state bodies, and the United States Soccer Federation (USSF).

c. Shall sign all bonds, deeds, mortgages, or other instruments evidencing debt of the Club and sign all checks requiring two signatures.

d. Shall establish and appoint such ad hoc Committees as are needed to administer and manage BC UNITED, with the approval of the Board.

e. Shall be either an ex officio or, where specifically provided, a voting member of all committees of the Club.

2. Vice President. In the absence or disability of the President, shall perform all duties of the President and, when so acting, shall have all the power of and be subject to the restrictions on the President. The Vice President shall perform such other duties as the President or the Board of Directors may assign.

3. Secretary. In the absence or disability of the President and Vice-President, shall perform all duties of the President and, when so acting, shall have all the power of and be subject to the restrictions on the President. The Secretary shall keep accurate minutes of all meetings of the Members and the Board of Directors. The Secretary shall cause to be kept at the Club’s office a record of the names and addresses of its Members and shall be responsible for giving notice of meetings of Members and of the Board of Directors. The Secretary shall be the custodian of the records and shall attest the signature of the President when so authorized. The Secretary shall perform all duties commonly incident to the office and such other duties as may be assigned by the President or Board of Directors.

4. Treasurer:

a. In the absence or disability of the President, Vice-President and Secretary shall perform all duties of the President and, when so acting, shall have all the power of and be subject to the restrictions on the President.

b. Shall oversee all financial accounts of the Club.

c. Shall oversee the preparation of monthly financial statements using generally accepted accounting principles.

d. Shall ensure that an annual financial statement for the previous fiscal year, prepared in accordance with generally accepted accounting principles, is presented to the Annual Meeting of BC UNITED.

e. Shall assist the Board of Directors in preparing a proposed budget.

f. Shall monitor the receipt of all monies by the Club and ensure that appropriate deposits and investments of temporarily surplus funds are prudently made.

g. Shall oversee the preparation of any and all documentation necessary to preserve the tax-exempt status of this Club.

C. ELECTION OF OFFICERS

1. Officers shall be elected by the Board of Directors from the elected members of the Board of Directors.

2. Officers shall serve a term of three years or until the expiration of their term as a Director. Officers shall assume their duties immediately upon their election.

3. Officers shall be elected at the first meeting of the Board of Directors following the Annual General Meeting by a vote of the members of the Board of Directors present.

4. Any Officer may be removed by a 2/3 vote of the members of the Board of Directors. An Officer who is removed may continue to serve as a Director subject to the provisions of Section V. E and F.

5. Any Officer may resign at any time. Any Officer absent from four (4) meetings, without prior approval of the Board of Directors, during twelve (12) consecutive months, shall be deemed to have voluntarily resigned from the Board of Directors. An Officer who resigns may continue to serve as a Director subject to the provisions of Section V. E and F.

6. Upon the removal or resignation of an Officer, the Board of Directors shall elect a replacement from the qualified members of the Board of Directors.

VII. MEETINGS OF THE MEMBERSHIP

A. Date. The Annual General Meeting of the membership will be held annually on a date to be set by the Board of Directors, but no later than December 31 of that calendar year.

B. Location. The location of the Annual General Meeting shall be determined by the Board of Directors.

C. Order of Business. The agenda, prepared by the Secretary, shall be sent out along with the notice of the meeting.

D. Delegates and Credentials. Each Voting Member is entitled to one vote by a single delegate at the meeting. The Secretary shall confirm the voting Delegate for each Properly Qualified Soccer Team selected pursuant to Bylaw IV.A.(1)(b) above.

E. Voting. Delegates will vote according to this Bylaw and Bylaw IV.A.(1)(a).

F. Quorum. A quorum shall consist of at least twenty percent (20%) of the Voting Members. The Voting Members present at duly held meetings at which a quorum is present may continue to transact business until adjournment notwithstanding the departure of sufficient numbers of Voting Members that a quorum is no longer present. If any action (other than adjournment) is taken in a situation where a quorum is no longer present, it must be approved by a majority of the members required to constitute a quorum.

G. Special Meetings of Membership. A special meeting of the membership may be called by the President, a majority of the Board of Directors or by twenty percent of the Voting Members.

H. Notice of Meetings. All notices of meetings shall be sent not less than ten and not more than 90 days prior to the date of the meeting. Notice shall be sent to each Voting Member via their authorized representative, stating the date, hour, place of the meeting. In the case of a special meeting the notice shall state the general nature of the business proposed to be transacted; in the case of the Annual General Meeting the notice shall state those matters which the Board of Directors, at the time of the notice, anticipates or intends will be presented for action by the members.

VIII. FINANCIAL

A. Fiscal Year. The fiscal year of BC UNITED shall be from June 1 to May 31.

B. Checks. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

C. Contracts. The Board of Directors 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 the Corporation, and such authority may be general or confined to specific instances.

D. Loans. No loans shall be contracted on behalf of the Corporation and no evidences 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.

E. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

F. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes of or for any special purposes of the Corporation.

IX. WAIVER OF NOTICE. Any officer or director may waive, in writing, any notice required to be given by law or under these Bylaws, whether before or after the time stated therein.

X. STANDING COMMITTEES

A. Executive Committee. The Executive Committee consisting of the President, the Vice- President, the Secretary and the Treasurer, will assist the Executive Director with the daily business operations and decisions of the Club and will counsel him/her/them with regard to other matters coming to his/her/their attention.

B. Finance Committee. Shall be chaired by the Treasurer and consist of such other individuals as the Treasurer or the Board of Directors may appoint to assist him/her/them with the budgeting function and with developing and recommending to the Board short and long term financial and other goals for the Club. Those goals shall include sound fiscal management to ensure the financial viability of the Club.

XI. AMENDMENTS. Except as may otherwise be specified under provisions of law, these Bylaws may be altered, amended, or repealed and new Bylaws adopted by the vote of a majority of the Directors.

XII. INDEMNIFICATION. The Club shall indemnify any director, officer, or former director or officer of the Club against all expenses actually and reasonably incurred by them in connection with the defense of any action, suit, or proceeding, civil or criminal, in which they were made a party by reason of being or having been a director or officer, except in relation to matters as to which they are adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of their duty. Such indemnification shall not be exclusive of any other indemnification provided for in the Club’s Articles of Incorporation, by resolution or otherwise. The Club shall be authorized to purchase insurance or other similar device for the purpose of such indemnification.

XIII. IRC 501(c)(3) TAX EXEMPTION PROVISIONS. No substantial part of the activities of the Club shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and the Club shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of these Bylaws, the Club shall not carry on any activities not permitted to be carried on (i) by a corporation exempt from federal income tax under 501(c)(3) of the Internal Revenue Code, or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

No part of the net earning of the Club shall inure to the benefit of, or be distributable to, its Directors, officers or other private persons, except that the Club shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the Club.

XIV. DISSOLUTION. The Club shall be dissolved according to the procedures outlined in the Colorado Nonprofit Corporation Act. Upon the dissolution of the Club and after paying or adequately providing for the debts and the obligations of the Club, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

XV. CONSTRUCTION AND TERMS. If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of the Club, the provisions of the Articles of Incorporation shall govern. Should any provision or portion of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.

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