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EAST GREENWICH SOCCER ASSOCIATION

EGSA Charter & ByLaws

Charter


ARTICLE I - NAME

The name of this organization shall be East Greenwich Soccer Association. It shall also be referred to as "EGSA" or "this Association".

ARTICLE II - PURPOSE

The purposes of which East Greenwich Soccer Association are organized are to provide non-profit, public, educational soccer competition for youth under age nineteen (19) years of age.

ARTICLE III - BOUNDARIES

The boundaries of the East Greenwich Soccer Association shall be that area that is defined East Greenwich, and surrounding areas.

ARTICLE IV - AFFILIATION

The East Greenwich Soccer Association shall be an affiliated member of and comply with the authority of the Rhode Island State youth soccer organization in existence at any given time, the United States Youth Soccer Association (USYSA), and the United States Soccer Federation (USSF).

ARTICLE V - ADMINISTRATION

A. The East Greenwich Soccer Association shall be governed by a Board of Directors. The business of the EGSA shall be transacted by the Board of Directors.
B. The Board of Directors shall consist of a President, Vice President, Secretary, Treasurer, Director of Competitive Programs, Assistant Director of Competitive Programs, Director of Recreational Programs, Assistant Director of Recreational Programs, Director of Fields, Director of Referees and a Director of Coaching. The EGSA Board of Directors may also have, at the discretion of the Board of Directors, such other officers as may be appointed in accordance with the Bylaws of EGSA.

ARTICLE VI - ANNUAL GENERAL MEETING

A. The Annual General Meeting (AGM) of this Association shall be held in January. The date shall be determined and published by the Board of Directors with a minimum of thirty (30) days public notice.
B. At the AGM of EGSA, the procedures and debate shall be in accordance with the Constitution, Bylaws, and Rules and Regulations of EGSA and the rules of parliamentary law known as "Robert's Rules of Order" (current edition).
C. The presence of at least 10 voting members of this Association shall constitute a quorum for the transaction of business at the AGM.
D. The order of business at the AGM shall be as follows:
1. Call to Order
2. Roll Call
3. Credentials Report
4. Reading of Minutes of previous AGM
5. Acceptance of Minutes of previous AGM
6. Reports - President, Vice President, Secretary, Treasurer, Committees
7. Unfinished Business
8. Proposals for amendments / changes to the Constitution, Bylaws, and / or Rules and Regulations of EGSA
9. New Business
10. Election of Officers
11. Good of the Game
12. Adjournment

ARTICLE VII - LOCATION OF PRINCIPLE OFFICES

The Board of Directors of EGSA shall fix the location of the principal executive offices of this Association at P.O. Box 383, East Greenwich, RI 02818.

ARTICLE VIII - RULES OF PLAY

The EGSA Board of Directors shall promulgate and implement Rules and Regulations pursuant to which the purposes of EGSA will be accomplished.

ARTICLE IX - DISSOLUTION

Should this Association be dissolved, all assets remaining after the payment of all debts shall be turned over to an existing 503(c) organization whose purpose is the development of youth soccer, with preference given to an organization benefiting the youth of East Greenwich.

ARTICLE X - AMENDMENTS

A. Each affiliated member, in good standing of this Association, may submit amendments to this Constitution and ByLaws to the EGSA Board of Directors. Such amendments must be submitted a minimum of 30 days preceding the AGM at which the amendments will be considered.
B. All such proposed amendments shall be made available to the voting membership of this Association at least thirty (30) days prior to the AGM at which such amendments will be considered.
C. An amendment shall be deemed adopted by an affirmative vote of two-thirds (2/3) of the voting members present at the AGM provided that a quorum is present.
D. Any amendment of this Constitution adopted at the AGM shall be effective immediately.

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Bylaws

 

ARTICLE I - MEMBERSHIP & VOTING

Membership in this Association shall be in the following categories:
   1 vote/family
   Parents of Players
   Coaching Staff
   Members of Board

PLAYER AND COACHING STAFF

Parents and Coaching Staff will be considered members of the Association when Team Rosters, Player Applications, and appropriate fees have been received by the Association. The registration date shall be the postmark date when the application has been received. Player applications must be accompanied by the fee which shall be returned if not admitted to membership.

REFEREES AND ASSESSORS

Referees and Assessors will be considered non-voting associate members of the Association when they have fulfilled the required application and fees requirements for USSF registration.

ARTICLE II - BOARD OF DIRECTORS

A. Subject to the limitations of the Constitution, Bylaws and the laws of the state of Rhode Island, all of this Association's powers shall be exercised by or under the authority of the Board of Directors. All business and other affairs of this Association shall be controlled by the Board of Directors.

B. The Board of Directors shall be elected by ballot at the Annual General Meeting of the membership of this Association to serve for one (1) year and until their successors are elected and have qualified. Their term of office shall begin immediately after election.

C. The Board of Directors shall be composed of the President, Vice President, Secretary,Treasurer, Director of Competitive Programs, Assistant Director of Competitive Programs, Director of Recreational Programs, Assistant Director of Recreational Programs, Director of Fields, Director of Referees and a Director of Coaching.

D. Vacancies in the Board of Directors may be filled by a majority of the remaining Board of Directors, though less than a quorum, or by a sole remaining Director of this Association or at a special meeting called for that purpose. A vacancy or vacancies shall be deemed to exist in case of death, resignation, removal, or disqualification of any Director. If the Board of Directors accepts the resignation of a member tendered to take effect at a future time, the Board of Directors shall have the power to elect a successor to take office when the resignation shall become effective. No reduction of the number of Directors shall have the effect of removing any Director prior to the expiration of his term of office.

E. The duties of the Board of Directors shall include but not be limited to the following:

1. PRESIDENT. The President shall conduct all meetings of the Board of Directors. The President shall appoint, at the beginning of each session, subject to the approval of the Board of directors, the Standing Committees and/or the Committee Chairman and other members at large as needed. The President shall be an ex-officio member of all committees.

2. VICE PRESIDENT. In the absence of the President, the Vice President shall preside at the meetings of the Board of Directors. The Vice President shall chair the Internal Affairs committee.

3. SECRETARY. The Secretary shall keep an accurate record of all meetings. The Secretary shall also be responsible for the preparation of the annual report.

4. TREASURER. The Treasurer shall give a receipt for all monies which shall be deposited in a recognized bank in the name of this Association. All accounts shall be paid by a check and shall bear one (1) signature; the Treasurer's or the President's. The receipt book and vouchers shall be produced when required by the Board of Directors, properly balanced according to the bank book or statement, whichever is up to date. The Treasurer shall be responsible for the preparing of any and all papers pursuant to the tax exempt status of this Association.

5. DIRECTOR OF COMPETITIVE PROGRAMS. The Director of Competitive Programs shall be responsible for coordinating all aspects of the EGSA Competitive Program, including coordinating player evaluations, overseeing team formation, registrar-related functions and general in-season support, as needed.

6. ASSISTANT DIRECTOR OF COMPETITIVE PROGRAMS. The Assistant Director of Competitive Programs shall be responsible for assisting the DIRECTOR OF COMPETITIVE PROGRAMS in any capacity throughout his/her term, of if the DIRECTOR OF COMPETITIVE PROGRAMS in unable to fulfill his/her duties.

7. DIRECTOR OF RECREATIONAL PROGRAMS. The Director of Recreational Programs shall be responsible for coordinating all aspects of the EGSA Recreational Program, including registrar-related functions, overseeing team formation and game scheduling, and general in-season support, as needed.

8. ASSISTANT DIRECTOR OF RECREATIONAL PROGRAMS. The Assistant Director of Recreational Programs shall be responsible for assisting the DIRECTOR OF RECREATIONAL PROGRAMS in any capacity throughout his/her term, of if the DIRECTOR OF RECREATIONAL PROGRAMS in unable to fulfill his/her duties.

9. DIRECTOR OF FIELDS. The Director of Fields shall be responsible for coordinating facility use for EGSA programs with the Town of East Greenwich.  He/She shall also oversee that fields are properly maintained and safe for EGSA players.

10. DIRECTOR OF REFEREES. The Director of Referees shall be generally responsible for the development and well-being of EGSA referees.  He/She shall ensure that an adequate number of active, certified referees are available each season to cover all games and provide for the education, training, supervision and scheduling of the referees.  

11. DIRECTOR OF COACHING. The Director of Coaching shall be generally responsible for the development and improvement of EGSA coaches to the maximum benefit of EGSA players.  The Director of Coaching shall also serve as the liaison with professional coaching vendors with whom EGSA partners.  The Director of Coaching shall conduct a meeting prior to the fall and spring seasons for the purpose of providing necessary instruction to the EGSA coaching staff.

G. The Board of Directors shall be responsible and have sole authority for the following:

1. Enforcing and interpreting the Constitution, Bylaws, and Rules and Regulations of the EGSA.

2. Approving registered teams.

3. Make, from time to time, temporary rules or regulations for specific cases or occasions not provided for in existing documents, but which are deemed necessary, by the Board of Directors, to carry out the objectives of this Association

ARTICLE III- SUBORDINATE OFFICERS

A. The President with the approval of the Board of Directors, may appoint such officers to designated appointed positions as the business of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board of Directors may from time to time determine.
B. Subordinate officers shall not be voting members of this Association unless they qualify under the provisions of Article I of these bylaws.

ARTICLE IV - COMMITTEES

A. The Board of Directors shall appoint committees as may be necessary to assist the Board of Directors in the performance of its duties.
B. There shall be two (2) types of committees; Standing committees and Select committees. Standing committees shall be appointed annually an shall serve, at the pleasure of the Board of Directors for the entire seasonal year. Select committees shall be appointed for a special purpose and shall serve at the pleasure of the Board of Directors for a specified period of time.
Standing committees may include but shall not be limited to:
Protest and Appeals Rules and Revisions
Internal Affairs Audit 
Competition
Select committees may include but shall not be limited to:
Credentials Nominations
Sportsmanship
C. The President of this Association shall appoint committee chairmen pursuant to the provisions of these bylaws. Additional committee members shall be selected by the EGSA President and the respective committee chairmen jointly. The second member appointed to the committee shall act as the committee Chairman in the absence of the appointed Chairman. The committee members shall elect from their members, a clerk who will record the minutes of the committee meetings and shall prepare the committee report for presentation to the Board of Directors by the committee Chairman.
D. The EGSA Constitution, Bylaws and other rules shall apply to committees just as they apply to the Board of Directors. The Chairman of the committee shall have the same powers, within the committee, as the President has on the board of Directors. The chairman of the committee may cast a vote, within the committee, to break or create a tie.
E. Robert's Rules of Order, current edition, shall apply at all committee meetings.
F. The EGSA Board of Directors shall, when establishing committees or referring business to a committee:
a. establish the specific purpose or function that the committee is expected to fulfill
b. designate the powers the committee may have in order to do its job
c. set a time limit for preparing and presenting a report or resolution to the Board of Directors
d. provide a budget when necessary, for reimbursement of committee related expenses incurred by the committee

ARTICLE V - MEETINGS

A. Regular meetings of the Board of Directors shall be by the call of the President. The Agenda for the regular meetings shall be as follows:
1. Call to Order
2. Roll Call
3. Introduction of guests
4. Acceptance of minutes
5. Correspondence
6. Treasurer's report
7. Committee reports
8. Unfinished Business
9. New business
10. Good of the game
11. Adjournment

B. All meetings of the Board of Directors shall be closed to non-Board members, except:
1. The AGM, held in January, and open board meetings (OBM), held once per fall and spring season, preferably in May and October.
2. 
When a guest has been invited by the Board of Directors to attend the meeting.


C. Special meetings of the Board of Directors for any purpose shall be called at any time by the President, or if the President is absent or refuses to act, by any three (3) directors. Written notice of the time and place of the special meetings shall be delivered personally to the Directors or sent to each director by letter or telegram, charges prepaid, addressed to him/her at the address as it is shown upon the records of the Association, or if it is not shown on such records or is not ascertainable, at the place in which the meetings of the Board of Directors is usually held. In case such notice is mailed or telegraphed, it shall be deposited in the United States mail or delivered to a telegraph company within the boundaries of the Association at least forty eight (48) hours prior to the time of the holding of the meeting. In case such notice is delivered as provided above, it shall be so delivered at least twenty four (24) hours prior to the time of the holding of such meeting. Such mailing, telegraphing, or delivery, shall be due, legal, and personal notice to each Director.
D. When all the Directors are present at any Directors meeting, however called or noticed, and sign a written consent thereto on the records of such a meeting, or, if a majority of the Directors present, and if those not present sign in writing a waiver of notice of such a meeting, whether prior to or after the holding of the meeting, which said waiver shall be filed with the Secretary of the Association, the transactions thereof are valid as if a meeting had been regularly called and noticed.
E. Any action required or permitted to be taken by the Board of Directors may be taken without meeting, and with the same force and effect as a unanimous vote of the Directors, if all members of the board shall individually or collectively consent in writing to such action. Such consent shall be signed and filed with the regular minutes of the Board. Any certificate of document relating to any action so taken by written consent shall state hereon that it was taken by the unanimous consent of the Board of Directors of the Association without a meeting thereof and that the Bylaws of the Association authorize the Directors to so act.
F. At all meetings of the Board of Directors, fifty percent (50%) of the Board of Directors membership shall constitute a quorum for the transaction of business. Any board member who misses two (2) consecutive, regularly scheduled meetings shall be considered inactive. For purposes of determining a quorum, inactive members shall not be considered in applying the 50% rule, however in no event will a quorum be less than 5 members. Any inactive board member may reactivate by attending a subsequent board meeting.
G. Robert's Rules of Order, current edition, shall apply at all meetings of the Board of Directors.

ARTICLE VI - FEES

A. The Board of Directors will annually recommend to the membership the fees required of registered teams and/or players, for ratification at the Annual General Meeting.
B. Annual fees for players are due and payable, unless otherwise provided for by the Board of Directors at the time of, but not later than, such players first team practice and/or game. Teams are not considered registered until all of the team's player fees are paid.
C. All bank checks, drafts, and/or money orders submitted to this Association shall be made payable to the "East Greenwich Soccer Association" or to the "EGSA".

ARTICLE VII - ASSOCIATION RECORDS AND REPORTS - INSPECTION

A. The Association shall maintain adequate and correct accounts, books and records of its business and properties. All such books, records and accounts shall be kept at its principal place of business in the state of Rhode Island, as fixed by the Board of Directors from time to time.
B. All books and records shall be open to inspection for the Directors and members of this Association, from time to time, and in the manner provided by the Board of Directors.
C. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness, issued in the name or payable to this Association shall be signed or endorsed by such person or persons and in such a manner as shall be described in these Bylaws.
D. The Board of Directors, except as otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of this Association. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind this Association by any contract or engagement or to pledge its credit, or to render it liable for any purpose or to any amount.
E. The Board of Directors shall cause an annual report or statement to be prepared and presented at the Annual General Meeting and such annual report or statement shall become part of the permanent records of the business of this Association.
F. The Audit Committee shall be established during the new business session of the Annual General Meeting. This committee is to be comprised of two (2) members of the Board of Directors and two (2) members of the Association. No members of the Audit Committee can serve more than two (2) consecutive years. The Audit Committee is to meet no less than four (4) times per year, with one such meeting for the express purpose of auditing the annual financial report.

ARTICLE VIII - FINANCIAL DISCLAIMER

This Association shall not assume, nor be liable for, the debts and/or financial responsibilities, either implied or incurred, of any player, coach, manager, team assistant, official or referee.

ARTICLE IX - RESPONSIBILITIES

A. Teams registered in this Association shall abide by the rules and regulations of this Association.
B. Falsification of records shall be grounds for disbarment from future participation and/or membership in this Association.
C. A plea of ignorance to the Constitution, Bylaws, or Rules and Regulations of this Association is not sufficient and violators may expect appropriate action by the Board of Directors.
D. Any person found guilty of violating the Constitution, Bylaws, or Rules and Regulations of this Association may be asked to appear before the Board of Directors in order to explain his/her actions.

ARTICLE X - LIABILITY PROTECTION

All officers of this Association and officials of member teams shall be covered against personal liability claims by the East Greenwich Soccer Association for performing acts and duties directly related to the work of this Association.

ARTICLE XI - AMENDMENTS OF BYLAWS

A. Each member that is in good standing with this Association may submit amendments to these Bylaws to any member of the East Greenwich Soccer Association Board of Directors. Such Amendments must be submitted no less than 30 days preceding the AGM at which such amendments will be considered.

B. All such amendments shall be made available to the voting membership of this Association at least thirty (30) days prior to the AGM at which such amendments will be considered.

C. An amendment shall be deemed adopted by the affirmative vote of two-thirds (2/3) of the voting members present at the AGM, provided a quorum is present.

D. Any amendment to these Bylaws adopted at the AGM shall become effective immediately.

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