RVT Bylaws

BY-LAWS of

ROGUE VALLEY SOCCER CLUB, INC.

DBA Rogue Valley Timbers Soccer Club

ARTICLE I: NAME AND PRINCIPAL OFFICE

SECTION A. Name:

The name of the organization shall be Rogue Valley Soccer Club (RVSC). DBA Rogue Valley Timbers Soccer Club (RVTSC).

SECTION B. Principal Office:

The principal office of this corporation shall be located in Medford, Oregon - P.O. Box 4727.

ARTICLE II: MISSION STATEMENT

RVTSC Mission Statement

The Rogue Valley Timbers Soccer Club's mission is to be visible and accountable leaders within the Southern Oregon Soccer Community. RVTSC will strive to develop youth soccer players in ways that will make them successful both on and off of the field. We are committed to strengthening the players soccer skills, fitness and self-confidence while introducing and reinforcing our core values of Excellence, Respect, Courage, Community and Accountability.

ARTICLE III: MEMBERSHIP

SECTION A. Qualifications and Obligations:

  1. Eligibility: One is eligible for membership in this corporation in either of two ways:
  • by being a member of the Rogue Valley Timbers Board of Directors
  • by being a parent or guardian of a registered player.

In either case the person must provide name, address and other necessary information as designated by the Board.

  1. Classes: There will be two classes of membership in this corporation: voting and non-voting. Voting members must be at least 18 years of age.

  1. Expulsion: The Board of Directors may expel a member after giving the member at least 15

days written notice of the expulsion and reasons for the act. The member shall be given an opportunity to be heard by the Board, orally or in writing, at least 5 days before the effective date of expulsion. The written notice of the expulsion shall be given by certified mail, sent to the last address of the member shown in the corporation's records. The decision of the Board shall be final and shall not be subject to any review or appeal by any court of other persons.

SECTION B. Meeting of Members:

  1. Annual Meeting: The annual meeting of the members shall be held within the first half of each year at such place and time selected by the Board.

  1. Special Meetings: Special meetings of the members of this corporation may be called by the

President or by petition of no less than 30% of the members in a demand signed, dated and delivered to the Recording Secretary. Such demand shall describe the purpose of the meeting and the meeting shall deal only with that purpose.

  1. Quorum: A quorum of the Board of Directors will be more than 50% of the current board.

  1. Board Members are permitted to attend meetings and vote via phone call, Skype or other applicable means. Votes by electronic mail are not permitted.

  1. Voting: Each member shall be entitled to one vote and no more. There shall be only one vote per

family, regardless of the number parents the child has and regardless the number of children they

have registered in the club. At all meetings of the members all questions shall be decided by a

vote of a majority of the members present, except as otherwise provided by the articles of

incorporation or by the by-laws. There shall be no voting by proxy.

  1. Notice: Notice of the time and place of the annual meeting shall be given in advance thereof, through email or other valid forms of communication.

  1. Order of Business: The order of business at the annual meeting of the members, and so far as

possible at all meeting of the members, shall be essentially as follows:

  1. Call to order
  2. Acceptance of the minutes
  3. Presentation and consideration of, and action upon, reports of officers and committees
  4. Ratification of Directors
  5. Unfinished business
  6. New business
  7. Adjournment

ARTICLE IV: OFFICERS OF THE RVSC

SECTION A. Number:

The officers of the corporation shall be: President, Vice President, Recording Secretary, and Treasurer. The officers of the corporation shall be members of the Board of Directors.

SECTION B. Election and Term of Office:

Election of officers shall be held at the annual meeting each year. Each officer shall be elected for a term of 2 years and until their successors shall have been duly elected and shall have qualified, subject to any provision of these by-laws with respect to removal of officers. The President is to serve no more than three (3) two (2) year terms. The President, and Recording Secretary will be elected on even years. The Vice-President and Treasurer will be elected on odd years. The positions of President, Vice President, Secretary, and Treasurer can only be held after being a participating at large member for two years, unless no remaining at large board members have served a total of two years.

SECTION C. Vacancies:

The position of any officer shall be declared vacant after three consecutive absences from the monthly meetings of the Board of Directors. Any vacancy in any office shall be filled from the membership for the unexpired portion of the term by the remaining members of the Board of Directors. Vacancies by resignation shall be filled in the same manner.

SECTION D. Duties:

  1. President: It shall be the duty of the President to preside at all meetings of the Board of Directors, receive Correspondence at the Post office Box, and to sign all bonds, deeds and other documents made or entered into by or on behalf of the corporation, as the Board of Directors may direct, to insure that proper documents are filed and procedures followed, including tax returns, to establish and to maintain the Club as an incorporated, non-profit organization, and in general to perform the usual duties pertaining to this office.
  2. Vice President: The Vice President will preside over all meetings of the Board of Directors when the President is unavailable.

  1. Recording Secretary: The Recording Secretary shall keep the minutes of all meetings of the Board of Directors, shall make due records thereof, shall distribute to the Board of Directors in the annual meeting of the members a current copy of these by-laws and the addendum to the by-laws and shall perform other duties as are incident to the office of secretary and as the Board of Directors may direct.

  1. Treasurer: The Treasurer shall have the custody of all the funds and securities of the corporation whether raised by the Club or by any committee or team thereof, shall deposit the same to the credit of the corporation in such bank or banks or depositories as the Board of Directors may designate, and shall perform all the duties incident to the office of treasurer, subject to the control of the Board of Directors.

SECTION E. Reports:

The officers shall submit at each annual meeting of the members' reports covering the business of the corporation for the previous fiscal year and showing the condition of the corporation at the close of such fiscal year.

ARTICLE V: BOARD OF DIRECTORS

SECTION A. General Powers:

A Board of Directors shall manage the business affairs of the corporation.

SECTION B. Board Composition:

Voting members of the Board of Directors shall consist of the elected officers of the club, to wit: President, Vice-President, Recording Secretary, Treasurer and up to five (5) At-large Board members.

SECTION C. Election of Board Members, their Term of Office and Duties:

  1. Officers: Election, term and duties are provided in Article IV of these bylaws.

  1. At-large Board members:
    • Nomination: Prospective board members shall be nominated by current board members prior to each AGM.
    • Election: Board nominees will be ratified at each AGM.
    • Term of office: The five elected shall serve until the next annual meeting of the members or until their successors shall have been elected.
    • Board positions may be exchanged by mutual agreement provided any change is recorded in the minutes of a regular board meeting
    • Vacancies: The position of any At-large board Member shall be declared vacant after three absences during their one-year term scheduled meetings of the Board of Directors. Vacancies shall be filled by a majority vote of the remaining Board Members, and the At-large Board Members thus elected shall serve until the next annual meeting of the members or until their successor shall have been elected and qualified. Vacancies by resignation shall be filled by the same procedure.

SECTION D. Meetings of the Board of Directors:

  1. Regular meetings: Regular meetings of the Board of Directors shall be held without notice at least once per quarter. The President shall notify the Board of Directors at least one week prior to any change of meeting date.

  1. Notice: Notice of the time and place and purpose of any additional meeting of the Board of Directors shall be given appropriate notice, in writing or e-mail to all board members. Attendance of a director at such meeting shall constitute waiver of notice except when a director shall attend a meeting for such purpose of objecting to the transaction of any business because the meeting shall not have been lawfully convened.

  1. Special meetings: Special meetings of the Board of Directors shall be held at the time and place to be determined by the President or the Board. Notice of special meetings of the Board, describing the date, time, place and purpose of the meeting, shall be delivered to each Board member personally or by telephone or mail or by e-mail not less than two days prior to the special meeting.

  1. Quorum: Over 50% of the current Board of Directors must be present to constitute a quorum for the transaction of any business at any meeting of the Board of Directors.

  1. Board Members are permitted to attend meetings and vote via phone call, Skype or other applicable means. Votes by electronic mail are not permitted.

  1. Voting: Each Board member shall have one and only one vote. There shall be no proxy votes.

  1. Action Items must be approved by majority vote of the entire Board of Directors.

  1. General members wishing to address the Board of Directors shall send written correspondence to the board secretary requesting to be placed on an upcoming agenda.

SECTION E. Compensation and Expenses:

The members of the Board of Directors shall receive no compensation for their service, but may be compensated for expense incurred upon approval of the Board of Directors.

SECTION F. Rules and Regulations:

The Board of Directors shall have the power to make and adopt such rules and regulations not inconsistent with law, the articles of incorporation and these by-laws, as it may deem advisable for the management, administration and regulation of the business and affairs of the corporation.

SECTION G. Removal of Officers and At-large Board Members

The membership of the corporation shall with or without cause remove from office any officer or at-large board member or appointee of the Board of Directors at a meeting called for that purpose, by a two-thirds vote.

ARTICLE VI: FINANCES

SECTION A. Contracts:

Except as otherwise provided in these by-laws, 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 and on behalf of the corporation and such authority may be general or confined to specific instances.

SECTION B. Checks, Drafts, Etc.:

There shall be up to four individuals authorized by the Board of Directors to sign checks. Checks of over $1,000 shall have two signatures.

RVT bank statements shall be available for Board of Directors to review once per quarter.

SECTION C. Deposits:

All funds of the corporation shall be deposited to the credit of the corporation in such financial institutions as the Board of Directors may select, consistent with appropriate law and federal regulations.

SECTION D. Financial Review:

An annual financial review shall be conducted by an independent Certified Public Accountant and the report of this review shall be presented to the board upon completion. The Board of Directors may order additional reviews.

ARTICLE VII: PROPERTY OF THE CORPORATION

Any property purchased by the corporation officers or staff for corporation purpose shall be owned outright in the name of the corporation.

ARTICLE VIII: CORPORATE EMPLOYEES

The Board of Directors shall employ and discharge staff, personnel and volunteers and does herby reserve the right to hire and discharge other corporate employees. The Board of Directors shall set the salaries for all employees.

ARTICLE IX: LIABILITY

SECTION A. General Liability:

No officer, committee or director of the corporation or any other person shall contract or incur any debts on behalf of the corporation or in any way render it liable unless authorized by the Board of Directors. No officer, committee or employee of the corporation is authorized to promise moral or financial support to any charity or other objective without the approval of the Board of Directors of the Corporation.

SECTION B. Immunity of Director, Officers and Employees:

No officer, employee or member of any of its committee shall be personally liable for the acts of the corporation, its Board of Directors, committees, officers, agents or employees.

ARTICLE X: INDEMNIFICATION

The corporation shall have the authority to indemnify, reimburse or defend any present or former director, officer, employee or agent of the corporation for expenses, liabilities, indebtedness, penalties, damages or injuries incurred by or asserted against them in such capacity to the full extent authorized by the laws of Oregon. Indemnification pursuant to the foregoing authority shall not be deemed to the exclusive of any other rights to which such present or former director, officer, employee or agent of the corporation may be entitled under any other by-law, agreement, vote of the members or otherwise.

ARTICLE XI: Grievances/Discipline

All grievances shall be adjudicated under the guidelines of the Oregon Youth Soccer Association and US Youth Soccer grievance policies.

RVT will recognize, and enforce, the disciplinary actions of USSF and other organizational

members of the Federation that have been included in a Disciplinary Action Report.

No member or participant of RVT, be it an official, league, member club, team,

player, coach, administrator, or referee may invoke the aid of the courts in the

United States or of a state without first exhausting all available remedies within

RVT and organizations of which RVT is a member.

For violation of this bylaw, the offending party shall be subject to suspension

and fines, and shall be liable to RVT for all expenses incurred by RVT and its

officers and members of the Board of Directors in defending each court action,

including the following:

(A) Court costs

(B) Attorney's Fees

(C) Reasonable compensation for time spent by RVT officials and

employees in responding to and defending against allegations in the

action, including responses to discovery and court appearances

(D) Travel expenses

(E) Expenses for holding special RVT meetings necessitated by court action

ARTICLE XII: AMENDMENTS

These by-laws may be replaced, amended or altered or new by-laws adopted at any regular monthly meeting or any special meeting of the members of the corporation for the purpose, by the affirmative votes of two-thirds of the entire Board of Directors.

Article XIII - Non-Discrimination

RVT will comply with all applicable state and federal laws governing non-discrimination and

will be open to participation by any individual, without discrimination on the basis of race,

color, religion, national origin, citizenship, disability, age, sex, sexual orientation, gender

identity, or veteran status.

Article XIV - Abuse

RVT does not tolerate any form of physical or sexual abuse.

Article XV - Governing Bodies

To the extent permissible under applicable law, the USSF articles of

incorporation, bylaws, its binding rules and policies, including interplay, take

precedence over and supersede the governing documents and decisions of

RVT and members of RVT, and RVT shall abide by the USSF articles of incorporation, its bylaws, and its approved binding rules and policies.

To the extent permitted by governing law, RVT will respect and enforce the

statutes, regulations, directives, and decisions of FIFA and CONCACAF..

Article XVI - Governing Bodies

Revised 02/22/18