NAME AND OFFICES
The Corporation shall be known as the River Dell Soccer Association, Inc. (hereinafter referred to as the “Corporation” Or “RDSA”). The principal office of the Corporation shall be in the State of New Jersey. The Corporation may have offices at such other places as the Board of Trustees may determine from time to time.
PURPOSES/ MISSION STATEMENT
The corporation has been organized exclusively for educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any further federal tax code. More specifically, the purposes of the Corporation are descried in the Mission Statement.
The purpose of the River Dell Soccer Association is to: A) Further the common welfare and well being of the communities of Oradell and River Edge by providing the children with the opportunity to participate in the sport of soccer. Their participation is intended to be organized in a manner promoting safety and fostering appropriate social, education and athletic values and for the benefit of the children
B) To enhance the services provided by the Corporation by including with the scope of those it serves. Any child residing in the Boroughs of Oradell or River Edge, or attending a public or private school located in either borough or a child from outside these Boroughs selected to our traveling program. Any such child may participate until December 31 of the year, in which that child either graduates from high school or attains his/her 19th birthday, whichever occurs later.
C) To cooperate with all other sport leagues functioning with the Boroughs
of Oradell and River Edge with the intention of strengthening the level of play of the River Dell Regional Schools athletic programs.
1. MEMBERSHIP. Membership shall be limited to parents or guardians of children who are or have been registered to participate in any of the Corporation’s programs.
2. VOTING. Only those members who reside in the Boroughs of Oradell and River Edge and who have a child enrolled in the Corporation or who have had a child enrolled in the Corporation shall be entitled to vote at that meeting. Members residing in Boroughs outside of River Edge or Oradell shall be non-voting members. There shall be no proxy voting. At each meeting held to elect officers, every member entitled to vote at the election shall have the right to cast one vote for each officer.
3. QUORUM. A quorum at member meetings shall consist of the presence at any duly organized meeting of seven (7) members entitled to vote. Such members present a duly organized meeting, at which a quorum has been attained, may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. In the event that a quorum cannot be reached, the meeting shall be adjourned and rescheduled in the manner required by these By-laws.
4. ANNUAL MEETINGS. The Corporation shall conduct a minimum of one member meeting during each calendar year. There must be a meeting held in the month of November and shall be entitled the “Fall Meeting”.
5. ATTENDANCE. All members’ meetings shall be open and public meetings. Any person(s) shall be permitted to attend and address the membership but non-members and non-voting members shall not be permitted to introduce motions, second motions or vote.
6. SPECIAL MEETINGS. The President may call special meetings, as he or she shall deem appropriate. The Secretary shall also call a special meeting; whenever requested in writing to do so by 5% of all the members entitled to vote at such a meeting. These meetings maybe closed to the general membership/public.
7. NOTICE OF ANNUAL MEETTINGS. Except for those actions, which members may take without a meeting, notice of time, place and purposes of every member meeting shall be given. The notice shall be given not less than ten (10) or more than thirty (30) days before the date the meeting, either personally, electronically, public notice or by mailing to each member of record entitled to vote at the meeting. Member meetings adjourned due to the lack of a quorum shall be rescheduled with notice to members as identified above. The President may reschedule meetings adjourned for reasons other than lack of quorum by announcing.
8. VOTING PROCEDURE AND REQUIREMENTS. Each resident member shall be entitled to one vote. All elections and matters subject to a vote of the membership shall be determined by a plurality vote.
9. INSPECTORS OF ELECTION. At any election of officers at which more candidates have been nominated than there are positions to be filled, three Inspectors of Election, to be appointed by the meeting Chair, shall conduct the election. No candidate for election shall be eligible to be appointed as an Inspector. The Inspectors shall certify the results of the vote taken at such meeting. If there are not three Inspectors present, the required number of Temporary Inspectors to make up such numbers shall be appointed by the Chair of the meeting.
MEETING PROCEDURES. All meetings shall be conducted in accordance w. Roberts Rules of Order as revised. The order of business at meetings shall be as follows: call to order, roll call- minutes; reports; unfinished business; new business; open to floor; and adjournment.
The Corporation shall be responsible for providing 3 programs which will consist of the following: 1) an Instructional Program for Children attending Kindergarten, 1st and 2nd Grades, 2) a Recreational Program for Children attending Grades 3rd thru 8th and 3) a Travel Program for Children under the age of 19.
Eligibility. A child must reside in the Boroughs of Oradell or River Edge, or be attending a public or private school located in either borough to participate in the Instructional and/or the Recreational Programs . A child from outside these Boroughs can only participate in the Travel Program. Any such child may participate until December 31 of the year in which that child either graduates from high school or attains his/her 19th birthday, whichever occurs later.
Rules and Regulations of these programs are to be used in conjunction with and as a supplement to the Official Regulations and Playing Rules of FIFA. FIFA is the acronym for the International soccer Federation. The rules are divided into Recreation Rules for the Recreational Program and Blackhawks Travel Rules and Regulations (NCSA rules) for the Travel Program. These rules and regulations can be modified or changed by a 2/3-majority vote by the Board. See attached Rules and Regulations of the RDSA programs.
1. Instructional Program. The Instructional Program shall be offered for all children attending Kindergarten, 1st and 2nd Grades. The Recreational Chairperson shall manage the Instructional Program.
2. Recreational Program . The Recreational Program shall be offered for all children attending Grades 3rd thru 8th. The Recreational Chairperson shall manage the Recreational Program .
3. Travel Program. The Travel Program, named the Blackhawks, shall be offered for all children until December 31 of the year in which that child either graduates from high school or attains his/her 19th birthday, whichever occurs later.
The Travel Program will consist of a 70% minimum number of players whom reside in the Boroughs of Oradell or River Edge or attends school in the Boroughs of Oradell or River Edge, (hereinafter known as a resident player). The Travel Program will be geared for players seeking a more advanced and competitive year-round soccer experience. Participation is based upon ability and roster size constraints, and playing time is not guaranteed to be equal for each player.
If two children with similar abilities are being considered for a roster spot, one being a resident player and the other a non-resident player, the coach must place the resident player on his roster instead of the non-resident player. The Travel Chairperson/VP shall manage the Travel Program The Travel Program shall have officers to run the day-to-day, year-round operations of the Blackhawks. These officers shall report to the RDSA through the Travel Chairperson/VP.
1. QUALIFICATION. The officers of the Corporation shall be at least eighteen (18) years of age, citizens or permanent resident aliens of the United States of America and shall be members of the Corporation entitled to vote pursuant to Article III. The Corporations officers may serve as trustees. The President and Vice-Presidents will be required to have at least four (4) years membership including 2 full years as a Coach and at least (1) one year of service on the Board of Trustees or a similar level of involvement with the pre-integration Blackhawks organization. All other officers are required to have at least (2) years of membership.
2. NUMBER AND TERM OF OFFICERS. The officers of the Corporation shall be a President, a Recreational Chairperson/VP, a Travel Chairperson/VP, a Secretary and a Treasurer.. The officers of the Corporation shall be elected bi-annually at the Fall Meeting. The officers shall be elected by the Corporations membership.
3. TERM OF OFFICE. Each officer’s terms shall be two (2) years and/or until his/her successor shall have been duly elected and will have assumed office. An officer may continue to hold office beyond his/her term but may not hold the same office for more then 4 consecutive terms.
4. VACANCIES. Any vacancy occurring may be filled by the affirmative vote of a majority of the Board. The vacancy shall be filled for the remainder of the vacant officer’s term.
5. REMOVAL OF AN OFFICER. Any officer may be removed with or without cause only by a majority vote of the Board Members.
6. RESIGNATION. Any office may resign by written notice to the Corporation. The resignation shall be effective upon receipt thereof by the Corporation or at a subsequent time as shall be specified in the notice of resignation.
7. DUTIES OF OFFICERS.
A. President. The President is the general representative of the Corporation and supervises the Corporation including the work of the officers and trustees. The President shall: (i) preside at all meetings of the Board of Trustees, officers and of the members, (ii) nominate members to all committees with the consent, by majority vote, of the Board Membership, (iii) be an official member of all board committees, (iv) perform all other duties usually pertaining to the office of the President (v) vote at membership meetings only to break a tie vote. The President shall serve as the official spokesperson for the Corporation unless he or she otherwise delegates.
B. Recreational Chairperson/VP. The Recreational Chairperson/VP shall: (i) oversee and administer all of the required components of the Recreational Program, (ii) preside at all meetings of the Board of Trustees, officers, and at all membership meetings in the absence of the President, (iii) perform all other such duties described in these By-Laws and usually pertaining to the office of Vice President, and (iv) perform such duties assigned by the President.
C. Travel Chairperson/VP. The Travel Chairperson/VP shall: (i) oversee and administer all of the required components of the Blackhawks Travel Program, including but not limited to nominating officers to assist with the day-to-day, year-round operations of the Travel Program, (ii) perform all other such duties described in these By-Laws and usually pertaining to the office of Vice President, and (iii) perform such duties assigned by the President.
D. Secretary . The Secretary shall: (i) be responsible for the recording and distributing minutes of all Board, officer and membership meetings, (ii) have custody of the Corporations seal, (iii) give notice of all Board, officer and membership meetings required by these By- Laws, or by the New Jersey Nonprofit Corporation Act, (iv) make and certify a complete list of members entitled to vote at each members meeting or adjournment thereof and maintain a record of attendance at each such meeting, (v) maintain all Corporation records, including insurance certificates and claims (vi) carry on necessary Corporation correspondence, (vii) and shall be responsible for overseeing the registration and carding of the players of both the Recreation and Travel programs (viii) to oversee the compliance for the Kid Safe Program. (ix) maintain and update the computerized program for coaches and players (x) performs all such other duties usually pertaining to the office of Secretary.
E. Treasurer. The Treasurer shall: (i) be custodian of all Corporation funds and securities, (ii) keep a record of the Corporations accounts and report thereon at each regular Board Meeting and at Annual Meetings of the members, (ii) to prepare annual budget and to present same to the Board for approval (iii) keep a detailed account of income an expenses and submit financial statements at the meetings (iv) filling of all income tax returns and/or reports with appropriate state and federal agencies (v) perform such other duties usually pertaining to the office of the Treasurer or as assigned by the President. The Treasurer shall manage the Recreational and Instructional accounts. An Assistant Treasurer, reporting to the Travel Chairperson/VP, shall be appointed to manage the Travel Program accounts. The funds of the Recreational and Travel programs shall be kept separated. The funds from either program may not supplement the other, however, they can be used jointly if an expenditure benefits both programs.
BOARD OF TRUSTEES
1. QUALIFICATIONS. The trustees shall be at least eighteen (18) years of age, citizens or permanent resident aliens of the United States of America, and members of the corporation entitled to vote Pursuant to Article Ill. The Corporations officers may serve as trustees. The trustees shall satisfy all other qualification requirements of these By-Laws.
2. NUMBERS AND TERM OF TRUSTEES. There shall be seven (7) persons serving as trustees and two (2) persons serving as alternate trustees. Each trustee shall be nominated by the president and elected for a two-year term, by the membership, and shall hold that office until his/her successor is elected and assumes office. Should an elected trustee fail to assume office, his/her predecessor may continue to hold office until a replacement is elected or appointed, in accordance with Section 12 of this Article. Trustees may hold their position for 3 consecutive terms.
3. DUTIES OF THE BOARD OF TRUSTEES. The Corporations committees shall be managed under the authority and direction of the appointed Trustees and overseen by the Corporations Officers.
4. ELECTION. The Corporations trustees shall be elected at the Fall Meeting, held in November.
5. REGULAR MEETINGS. A regular meeting of the Board of Trustees and Board Officers shall be held with notice to officers and trustees.
6. SPECIAL MEETINGS. Special meetings of the Board of Trustees may be called by or at the request of the President of the Corporation or any three (3) trustees and/or officers.
7. NOTICE. Notice of any regular meeting shall be given at least seven (7) days prior to the scheduled date. Notice of any special meeting shall be given at least seven (7) days prior to the special meetings scheduled date. The notice must be delivered electronically, by public notice, delivered personally or mailed to each trustee and officer, at his/her home address and must be delivered at least the requisite number of days before the meeting. If mailed, such notice shall be deemed to have been delivered when deposited in the United States mail.
The notice requirements for a special meeting may be waived only be agreement of all trustees and officers. The attendance of a trustee or officer at a meeting shall constitute a waiver of notice of such meetings, except in the event that the trustee or officer attends the meeting for the meeting for the express and sole purpose of objecting to the transaction of any business at that meeting, upon claim that the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Trustees need be specified in the notice or waiver of notice of such meeting.
8. QUORUM. A majority of the number of trustees and officers fixed by Section 2 of this Articles V and VI shall constitute a quorum for the transaction of business at any meeting by the Board of Trustees. Should there be less than a majority of the Board present at a meeting, the meeting shall be adjourned. Notice of the adjournment shall be given to the absent trustees and officers.
9. MANNER OF ACTION. The act of a majority of trustees and officers present at a meeting at which a quorum is present, shall be the action of the entire Board of Trustees.
10. ACTION WITHOUT A MEETING. Any action required or permitted to be taken by the Board of Trustees at a meeting may be taken without a meeting, if a consent in writing, setting forth the actions so taken, shall be signed by all of the trustees and officers. For the purposes of this Section and Article, a writing shall include an electronic or personally delivered copy, provided that required confirmation is given.
11. PRESUMPTION OF ASSENT. Any trustee or officer who is present at a meeting of the Board at which action is taken on any corporate matter, is presumed to have assented to the action taken unless his or her dissent shall be entered into the minutes of the meeting or unless he or she shall file a written dissent to such action with the person action as the meeting secretary. Such right to dissent shall not apply to a trustee or officer who voted in favor of the action.
12. VACANCIES. Any vacancy occurring in the Board of Trustees may be filled by the affirmative vote of a majority of the remaining trustees and officers, though less than a quorum of the Board. The vacancy shall be filled for the remainder of the vacant trustees term.
13. REMOVAL OF TRUSTEES. Any trustee may be removed with or without cause only by a majority vote of the Board Member.
14. RESIGNATION. Any trustee may resign by written notice to the Corporation. The resignation shall be effective upon receipt thereof by the Corporation or at a subsequent time as shall be specified in the notice of resignation.
15. SUSPENSION OF OFFICERS. The Board of Trustees may, upon good cause shown, suspend any officer. The Board shall, within ten (10) days of the suspension, notify the Board Membership and schedule a special meeting to be held not more than thirty (30) days after the notice. The sole purpose of the special meeting shall be a determination by the Board Membership as to whether the officer is to be removed from his or her office.
16. Duties of Trustees. The President, with the advice of the Officers, shall empanel the Trustees to administer such committees, as he or she deems appropriate to accomplish the purposes of the Corporation. The Board Trustees will be Committee Chairpersons and be responsible for such committees as follows:
1. FACILITIES CHAIRPERSON. The Facilities Committees responsibility shall be chaired by a trustees nominated by the President and shall be responsible for representing the RDSA in dealings with agencies on matters concerning facilitates for practice and game field and gymnasiums/indoor facilities. To insure that game fields are in proper game condition including field lining. To schedule all indoor and outdoor practice times. To carry out such other and further duties as from time to time are assigned by the President.
2. CAPITAL ASSETS CHAIRPERSON. The Capital Assets Committee shall be
chaired by a trustee nominated by the President and shall be responsible for the maintenance and provision of all fixed assets including, but not limited to, goal posts, soccer equipment/uniforms. The Committee shall present reports to the Corporate Officers and Trustees as may be requested.
3. FUND RAISING CHAIRPERSON. The Fund Raising Committee shall be chaired by a trustee nominated by the President and shall be responsible for raising funds to offset the costs and expand the River Dell Soccer Association program. Further, the committee is responsible for the establishment of fund raising goals and directives in connection with the Finance and Audit Committee to meet the goals of a yearly budget proposed by the Finance and Audit Committee. The Fund Raising Committee shall be responsible for the food stand(s) and obtaining personnel to manage the same. The Fund Raising Committee shall present reports to the Corporate Officers and Trustees as may be requested.
4. RULES/BYLAWS CHAIRPERSON. The Rules/Bylaws Committee shall be chaired by a trustee nominated by the President and shall be responsible for establishing the rules of play for all of the Corporations leagues, with the exception of NCSA travel rules, establishing qualifications and training for recreation referees and coaches, and rules of referee, coach, player and member conduct. This Committee shall be the final arbiter of any dispute for the leagues as to the conduct of any league official, recreation program referee, coach or player, including but not limited to any alleged infraction of the rules of play. The Committee shall have the authority to impose sanctions for violations in accordance with the RDSA Rules and will be responsible for updates or Bylaw revisions.
All team coaches, players and their parents shall follow the rules of conduct identified by the New Jersey State Youth Soccer Association and the local Soccer Association in which the traveling teams participate in league play Disputes as to conduct of traveling team referees, coaches, players and their parents shall be determined by the New Jersey State Youth Soccer Association, the local Soccer Association in which the teams participate in league play, and the Corporation.
5. PLAYER DEVELOPMENT/COACHES CHAIRPERSON. The Player Development Committee shall be chaired by a trustee nominated by the President and shall be responsible for supervising the participation of the Corporation’s children in summer soccer camps, instructional play, recreational play and travel play. This chairperson shall have at least (5) five full years as a Coach. The duties and responsibilities of this position shall also include (i) To develop coaches at all levels and to facilitate a move to higher levels of coaching.(ii) To organize and coordinate a minimum of one coaching clinic each year leading to a USSF Class F license. (iii) To organize and coordinate a series of coaching clinics designed to improve the coach’s technical and tactical knowledge of the game, the rules of the game for and the rules of the Club. (iv) To research, procure and maintain soccer training aides such as videotapes, files, etc., with the approval of the Board, and to make same available to RDSA teams and coaches. (v) To provide a list of possible head and assistant coaches and trainers annually to the Board.(vi) To approve individual teams requests to use a trainer.(vii) to make recommendations to the Board when a coaching vacancy occurs. (viii) To carry out such other and further duties as from time to time are assigned by the President.
6. TRAVEL PROGRAM REPRESENTATIVE. The Travel Program Representative shall be nominated by the Travel Program Chairperson/VP and shall be responsible for (i) serving as a liaison to all Travel Program parents and (ii) To carry out other such other and further duties from time to time as assigned by the President and/or the Travel Chairperson/VP.
7. PARENT REPRESNTATIVE CHAIRPERSON. The Parent Representative shall be nominated by the President and shall be responsible (i) to serve as a liaison to all Club parents, (ii) To develop and oversee a Parents Council which reports to the Board, (iii) To oversee the selection and presentation of all RDSA Awards and scholarships, (iv) To oversee the running of the River Dell Soccer Association Annual Dinner, (v) To collect data and publicity information from coaches and teams for publication in the local newspapers, such as game statistics and team reports, and(vi) To carry out such other and further duties as from time to time are assigned by the President.
No compensation shall be paid to any Trustee, Officer, committee member or any person volunteering services to the Corporation. No remuneration shall be paid to any Trustee, Officer or committee member, member or volunteer for services
performed by him/her for the Corporation in any other capacity unless the Board of Trustees shall have unanimously adopted a resolution authorizing such remuneration before the services are undertaken. This restriction shall not prohibit reimbursement for money expended by anyone for the Corporation and with the prior authorization of an Officer or the Board. This restriction shall also not restrict payment to those employed by the Corporation, with the Boards authorization.
All those who serve with or without remuneration, except for the Officers and Trustees members, shall serve subject to removal with cause by the President.
The Corporation fiscal year shall be from January I through December 31. The seasonal year shall begin on August 1st and end on July 31st of the following year.
These By-Laws may be amended at a meeting of the membership upon the affirmative vote of two-thirds of the members then present and voting. Amendments must be in the written form and distributed with the Notice of Meeting.
The registration fee may be waived at the discretion of the Board; no Child should be excluded due to financial hardship.
MUNICIPAL ATHLETIC COMMITTEES AND SOCCER FEDERATIONS
The Corporation shall be a member of the recreation sports committee organized by the Boroughs of Oradell and River Edge. The Corporation shall take any action necessary to maintain itself as a member in good standing of such committees. The Corporation shall maintain itself as a member in good standing in the N.J. State Youth Soccer Association.
All officers, trustees and administrators of the RiverDell Soccer Association shall be covered against personal liability claims for performing acts and duties related to the work of the Corporation. All registered players are covered by the coverage provided by the N.J. State Youth Soccer Association.
MEETINGS: Meetings may take place in person, or by audio, video, telephone and conference call.
BOARD MEMBERS: The Board Members shall be comprised of the Board of Trustees and the elected officers of River Dell Soccer Association.
ELECTED OFFICERS: The elected officers shall be the President, Recreational Program Chairperson/VP, Travel Program Chairperson/VP, , Secretary and Treasurer.
BOARD OF TRUSTEES: The Board of Trustees consists of the seven elected trustees, two alternate trustees (only have Board vote if other Trustee not present at meeting) and the five corporate officers. The Corporations committees shall be managed under the authority and direction of the Board of Trustees.
These Bylaws are effective as of ______________________and replace and supersede any and all prior Bylaws.
Adopted this ______ __ day of _____ _________20