EASTERN NEBRASKA SOCCER ASSOCIATION
The principal office of the Eastern Nebraska Soccer Association (the "Corporation") in the State of Nebraska shall be located in the City of Omaha, County of Douglas. The Corporation may have such other offices, either within or without the State of Nebraska, as the Board of Directors may designate or as the
business of the Corporation may require from time to time.
The Corporation shall have and continuously maintain in the State of Nebraska a registered office and a registered agent, whose office is identical with such registered office, as required by the Nebraska Nonprofit Corporation Act. The registered office may he, but need not be, identical with the principal office in the State of Nebraska, and the address of the registered office may be changed, from time to time, by the Board of Directors.
Section 1. Definition of Members. The membership of Eastern Nebraska Soccer Association shall consist of the Soccer Clubs which have joined and paid the assessed dues, and if appropriate, the fines previously assessed against the club. The Clubs shall appoint one of their club members to represent the Club at meetings of E.N.S.A.
Section 2. Regular Meetings. The members shall hold four meetings a year on the fourth Monday of the month in January, May, July, and October. The January and July meetings, shall be breakout meetings at which each age division is determined, and rules changes shall be approved. At each Quarterly meeting, the President shall announce the time and place of the next meeting, and no further notice thereof need be given. Notwithstanding the foregoing, the President may, by announcement at a meeting, change the date of the next month’s meeting in the event the President determines that a conflict exists. The annual meeting of the members shall be held without other notice than this Bylaw on the fourth Monday of January, each year, at 7:00 P.M. for the purpose of electing officers and directors of the Corporation, and the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Nebraska, such meeting shall
be held on the next succeeding business day.
Section 2. Special Meetings. Special meetings of the members may be called by the President, the Board of Directors, or at the request of any four (4) of the members of the Corporation. Notice of the time and place of a special meeting, including as a part thereof, notice of the purpose of such meeting, shall be given as provided by law.
Section 3. Place of Meeting. All meetings of the members of the Corporation shall take place at such location , within the service area of the organization, as shall be designated by the Board of Directors from time to time. Clubs which belong as members of ENSA are urged to host the meeting , furnish a place for the membership meeting, and notify the E.N.S.A. office of their desire to host the meeting not less than thirty days before the meeting. If no designation is made, the place of meeting shall be the registered office of the Corporation.
Section 4. Quorum. There shall be no quorum requirement for a meeting of the membership. All actions may be taken by the vote of a majority of those present at the meeting, except as otherwise provided in the Corporation’s Articles of Incorporation or these Bylaws.
Section 5. Rules of Order. Roberts Rules of Order shall govern the conduct of a meeting of the members.
BOARD OF DIRECTORS
Section 1. General Powers. The affairs of the Corporation shall be managed by its Board of Directors. Directors need not be residents of the State of Nebraska.
Section 2. Number, Tenure and Qualification. The number of Directors shall be Seven ( 7 ) of whom Four (4), shall be elected by the members at the Annual Membership Meeting. Each Director shall hold office until the next annual meeting of the members, and until his successor shall have been elected and qualified. The election of an individual by the membership as one of the officers of the Corporation shall qualify such person as a member of the Board of Directors of the Corporation.
Three members of the Board of Directors shall be Directors at Large,
and shall be appointed to such office by the President to serve for a period of one year. A Director at Large may not serve as such director for one year after his appointed term expires.
Section 3. Regular Meetings. The annual meeting of the Board of Directors shall be held without other notice than this Bylaw on the fourth Monday of January each year, and regular meetings on the fourth Monday of May, July, and October immediately before the members meeting for the period, for the purpose of the transaction of such business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Nebraska, such meeting shall be held on the next succeeding business day. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Nebraska, for the holding of additional regular meetings of the Board of Directors without other notice than such resolution.
Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, by or 3 Directors.
Section 5. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Nebraska, as the place of meeting for any annual or regular meeting or for any special meeting. If no designation is made, the place of meeting shall be the registered office of the Corporation in the State of Nebraska; but, if all the Directors shall meet at any time and place, either within or without the State of Nebraska, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and, at such meeting, any corporate action may be taken.
Section 6. Notice. Notice of any special meeting of the Board of Directors shall be given at least three (3) days previously thereto by written notice delivered personally, sent by mail, telegram or e-mail to each Director at his address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is 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 Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.
Section 7. Quorum. A majority of the number of Dir ectors fixed by the Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting, from time to time, without further notice.
Section 8. Manner of Action. The act of a majority of the Directors present at a meeting, at which a quorum is present, shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.
Section 9. Compensation. Directors shall serve without compensation for their services, it being understood that such services are rendered voluntarily, but nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation there of.
Section 10. Vacancies. Any vacancy occurring in the Board of Directors shall be filled by the Board of Directors. The President shall fill the vacancy of a Director at Large.A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any position, other than Director at Large, to be filled by reason of an increase in the number of Directors shall be filled by vote of the members at an annual meeting, or any other regular meeting of the membership or at a special meeting called for that purpose.
Section 11. Informal Action by Directors. Any action required by law to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors.
Section 1. Number. The officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer.
Section 2. Election and Term of Office. The officers of the Corporation shall be elected annually by the members at the regular annual meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be.
Section 3.Removal. Any officer may be removed by the affirmative
vote of two-thirds (2/3) of the members present at a regular meeting or a special
meeting called for that purpose.
Section 4. Vacancies. A vacancy in an office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term.
Section 5. President. The President shall preside at all meetings of the members and Board of Directors. He may sign, with the Secretary or any other officers of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, by these Bylaws, or by statute to some other officer or agent of the Corporation. The President shall appoint the members of all committees created by the Board of Directors or authorized by the membership.
Section 6. Vice President. In the absence of the President or in the event of his death, inability or refusal to act, the Vice President 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. The Vice President shall perform such other duties as, from time to time, may be assigned by the President or by the Board of Directors.
Section 7. Secretary. The Secretary shall keep the minutes of the meetings of the members and the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporation records; keep a register of the post office address of each member of the Corporation; and, in general, perform all duties incident to the office of Secretary and such other duties as, from time to time, may be assigned by the President or by the Board of Directors.
Section 8. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws; and, in general, perform all the duties incident to the office of Treasurer and such other duties as, from time to time, may be assigned by the President or by the Board of Directors. The Treasurer shall maintain all records of expenses and disbursements of the Corporation and copies of all financial statements and books of account for a period of at least three (3) years.
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, 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.
Section 2. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notices or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation, in such manner as shall, from time to time, be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or Vice President of the Corporation.
Section 3. Deposits. All funds of the Corporation 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.
Section 4. Gifts. The Board of Directors may accept, on behalf of the Corporation, any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.
BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep, at the registered or principal office, a record of the names and addresses of members entitled to vote. All books and records of the Corporation may be inspected by any member or agents for any proper purpose at any reasonable time.
The fiscal year of the Corporation shall begin on the 1st day of January and end on the 31st day of December in each year.
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the Nebraska Nonprofit Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
AMENDMENT OF THE BYLAWS
The Bylaws may be amended by the members at any meeting for which notice of the meeting to change in the Bylaws, and a copy thereof, has been mailed to the Directors, not less than two weeks prior to the meeting, or for which waivers of notice have been signed by three quarters of the members.
The following rules shall be applicable unless, by affirmative vote of a majority of members entitled to vote, a waiver is granted.
RULE 1. PLAYER REGISTRATION. Only those players properly registered with the United States Youth Soccer Association and the player’s affiliated state soccer association shall be permitted to register with the Corporation.
RULE 2. DIVISIONS. The person designated by the Board of Directors to
coordinate competition (the "Competition Coordinator") shall place teams within divisions in each age group. There must be a minimum of four teams in each division within an age group.
RULE 3. PLAYER TRANSFER AND RELEASE. The rules adopted by a player’s state soccer association with respect to transfer and release shall be applicable.
RULE 4. SUSPENSION. A player or team official shall be subject to suspension by the Corporation for misconduct on or off the field of play in connection with any soccer event. Suspensions shall be served in scheduled league games and Nebraska State Soccer Association cup games. A player or team official who has been ejected for misconduct involving physical contact shall be suspended for two games. A player or team official who has been ejected for misconduct not involving physical contact shall be suspended for one game. A referee who ejects a player or team official shall forward a game report and the player’s pass to the Competition Coordinator as soon as possible. The referee’s game report shall automatically initiate the suspension. In the case of a suspended player, the Competition Coordinator shall promptly notify the team coach by mail. In the case of a suspended team official, the Competition Coordinator shall promptly notify the President of the team official’s club by mail. Any ejection for an offense against a referee, or any ejection which is the second ejection for a player or team official during a registration year (September 1 though August 31), shall require review by a Suspension committee, composed of three disinterested persons appointed by the President. The committee may in its discretion (a) take no further action, or (b) impose an additional suspension of up to two games. Nothing contained herein shall prohibit the membership from taking such additional action against an individual as the membership deems appropriate.
RULE 5. FINES. Members shall be subject to the fines set forth in the Coach’s Handbook approved by the membership. The Treasurer shall notify members of fines, and all fines shall be paid to the Treasurer by cash, check or money order no later than sixty days from the date notice of the fine is mailed to the member.
RULE 6. PROTESTS. The following procedures shall be applicable to the filing of a protest to a forfeit, fine or suspension:
a. The protest must be in writing, including a detailed explanation of the factsupon which the protest is based, and signed by an officer of the protesting member.
b. Two copies of the protest must be furnished to the President, accompanied by a protest fee of fifteen dollars. One copy shall be forwarded to any other club involved.
c. Upon receipt of a filed protest, the Board of Directors shall convene a hearing and vote to reject or uphold the protest. The Board shall give all interested persons the opportunity to address the Board and shall decide the matter by majority vote (a tie vote rejects a protest). The Board’s decision on a protest is not subject to appeal to the membership.
d. When the suspension of a player or team official is protested, the suspension shall not be served until the Board of Directors notifies the protesting member of its decision, except in the situation of a referee assault in which case in accord with the U.S.S.F. rules which require suspension of the player until the hearing.
e. The protest fee shall be retained if a protest is rejected, and returned if a protest is upheld.