Bylaws

Bylaws

SECTION 1.00: NAME AND ADDRESS The name of the corporation shall be “Arsenal Soccer of N.J. A N.J. NONPROFIT CORP.,” a not-for-profit corporation hereinafter referred to as “Arsenal Soccer Club.” The Club shall be commonly known, and may be officially listed for competitive purposes, as the “Arsenal Soccer Club.” The official address of the Arsenal Soccer Club will be: Arsenal Soccer Club, 17 James Street, Woodcliff Lake, NJ 07677

SECTION 1.01: PURPOSE The purposes for which the corporation is organized are: To promote participation in the sport of soccer through organization, operation, and maintenance of a competitive soccer program based in the Pascack Valley region. To promote and instill good sportsmanship and fellowship among all players, coaches, and parents through the principles of honesty, discipline, and fair play. To educate the players, parents, and general public with respect to the game of soccer and the value of the sport to them.

SECTION 1.02: SEASONAL YEAR The seasonal year of the Arsenal Soccer Club shall begin on August 1 and end on July 31st of the following calendar year.

SECTION 1.03: INCORPORATION The Arsenal Soccer Club is a not-for-profit corporation and is so incorporated under Section (a) of the Internal Revenue Code as an organization described in Section 501(c)(3). The Arsenal Soccer Club is not organized for pecuniary profit or financial gain, and no part of its assets, income, or profits shall be distributable to or inure to the benefit of its members, directors, or officers. The officers and directors of the Club shall not be individually liable for the Club’s debts or other liabilities and the private property of such individuals shall be exempt from any corporate debts or liabilities.

SECTION 2.00: AFFILIATIONS The Arsenal Soccer Club, its officers, and members will be affiliated with and governed by these bylaws and by the rules and regulations of the United States Soccer Federation (USSF), the United States Youth Soccer Association (USYSA). The Arsenal Soccer Club is currently affiliated with the Northern Counties Soccer Association (NCSA) and Jersey Area Girls Soccer (JAGS). This affiliation is subject to change at the discretion of the Board of Directors.

SECTION 3.00: FINANCIAL OWNERSHIP All moneys paid as player dues or assessments or as team dues or assessments or raised by any fund raising activity under the name of Arsenal Soccer Club or any of its member teams, is the property of Arsenal Soccer Club and cannot be dispersed in any manner inconsistent with these bylaws. The Board of Directors, hereinafter referred to as “the Board,” shall decide on any questions regarding ownership or disbursement of Arsenal Soccer Club moneys. The Treasurer shall open and maintain such checking and/or savings and/or investment accounts in the name of Arsenal Soccer Club at a bank or other accredited financial institution as may be approved by the Board. The Treasurer shall be designed as the primary agent of Arsenal Soccer Club on all club accounts. The President shall be designed as the secondary agent on all club accounts. The Treasurer shall track all club accounts on a monthly basis and shall report the status of the same at each Board meeting. The Treasurer shall report and make available at the annual meeting a review of prior year receipts and disbursements.

SECTION 4.00: FUND RAISING Fund raising projects or events or other activities sponsored by the Arsenal Soccer Club or by member teams must be approved by the Board. Proposals for Arsenal Soccer Club or team member fund raising activities must be presented to the Board in writing. Proposals shall be submitted no later than two (2) months prior to the event or commencement of the activity.

SECTION 5.00: MEMBERSHIP The membership of the Arsenal Soccer Club consists of players, parents of players, and coaches. Teams are comprised of boys or girls ages 7 to 19, born between August 1st and July 31st of two consecutive calendar years. All players must hold a player pass for their appropriate age group. All Arsenal Soccer Club players must be registered to the Club with a primary player pass. All Coaches must hold a current Coaches pass.

SECTION 5.01: MEMBERSHIP RESPONSIBILITIES It is the obligation of each member of the Arsenal Soccer Club to adhere to the bylaws and rules of this organization and to those of affiliated organizations in all matters pertaining to local, district, inter-district, regional, national, and international competition or other activities carried out by or under the name of the organization. Such obligation is a condition of membership.

SECTION 5.02: MEMBER SUSPENSION AND EXPULSION Members may be suspended or expelled from the Arsenal Soccer Club for reasonable cause by the Board, after a hearing at which they have reasonable opportunity to oppose such actions. For purposes of this section, reasonable cause shall include, but not limited to, disciplinary reasons and violations of these bylaws.

SECTION 5.03: SUSPENSION A suspended member is still a member, that is, suspension does not terminate but rather deprives the members of the exercise of membership privileges until the suspension is deemed by the Board to be concluded or until the member is expelled.

SECTION 5.04: EXPULSION An expelled member is no longer a member of the organization and retains no privileges of membership. Expelled members may not reapply for membership for a period of one calendar year from the date of expulsion. Expelled members must be approved by the Board to become members once again.

SECTION 5.05: MEMBERSHIP RESTRICTIONS No individual or team member representing the Arsenal Soccer Club in any capacity shall use or make available for use any data resulting from player or team registration forms without approval of the Board. No individual or team member representing the Arsenal Soccer Club in any capacity shall use the name Arsenal Soccer Club or any of its activities or information without approval of the Board.

SECTION 6.00: CLUB COMPOSITION The Arsenal Soccer Club is divided into 3 distinct divisions, each with its own rules and regulations as set forth herein and, from time to time, by the Board.

SECTION 6.01: DIVISION 5 &6 TEAMS (U-8, U-9, & U-10) Tryouts are held each year in May and/or June. There is no maximum of teams supported at each age level by the Arsenal Soccer Club. Returning players must attend tryouts each year and are not guaranteed a spot on the team. The allocation of players to teams in Division 5 and 6 is subject to the discretion of the head coach of that age group, as approved by the Board. Flighting within the league of play for each team is also subject to the discretion of the head coach of that age group, as approved by the Board.

SECTION 6.02: TEAM MAKEUP Small Sided Teams shall be allowed fourteen (14) registered players at any given time and will be required to carry a minimum of twelve (12) players. Any player registered to a team is bound to that team for the entire year unless a transfer is requested of and granted by the Board. No tryouts will be permitted other than those scheduled and approved by the Board. If there are openings on a team after tryouts for whatever reason, additional players may be added at the discretion of the coach without additional tryouts only with the approval of the Board.

SECTION 6.03: DIVISION 3 & 4 (U-11, U-12, U-13 & U-14) Tryouts are held in May and/or June and players are selected for the entire year (fall and spring seasons). Returning players must attend tryouts each year and are not guaranteed a spot on a team.

SECTION 6.04: TEAM MAKEUP All Division 3 & 4 Arsenal Soccer Club teams shall be allowed a maximum of twenty-two (22) registered players at any given time and will be required to carry a minimum of fourteen (14) players. No tryouts will be permitted other than those scheduled and approved by the Board. If there are openings on a team after tryouts for whatever reason, additional players may be added at the discretion of the coach without additional tryouts only with the approval of the Board. Any player registered to a team is bound to that team for the entire year unless a transfer is requested of and granted by the Board.

SECTION 6.05: DIVISION 1 & 2 TEAMS (U-15, U-16, U-17 & U-18) Players are selected for the spring season. Returning players must attend tryouts each year and are not guaranteed a spot on the team.

SECTION 6.06: TEAM MAKEUP All Division 1 & 2 Arsenal Soccer Club teams shall be allowed a maximum of twenty six (26) registered players at any given time and will be required to carry a minimum of fifteen (15) players. No tryouts will be permitted other than those scheduled and approved by the Board. If there are openings on a team after tryouts for whatever reason, additional players may be added at the discretion of the coach without additional tryouts only with the approval of the Board. Any player registered to a team is bound to that team for the entire year unless a transfer is requested of and granted by the Board.

SECTION 7.00: PLAYER REGULATIONS Arsenal Soccer Club Player Code of Conduct: 1. Treats opponents, teammates, coaches, and referees with respect. 2. Plays hard, but within the rules of the game of soccer. 3. Demonstrates self-control. 4. Respects the officials and accepts their decisions without gesture or argument. 5. Wins without boasting; loses without excuses and never quits. 6. Abides by team and club rules and policies including arriving at practices and games timely. 7. Remembers that it is a privilege to represent the Arsenal Soccer Club.

SECTION 7.01: DUES Each player shall be responsible for payment of Arsenal Soccer Club dues for each year in which he or she participates. These dues are non-refundable or pro-rated. Dues assist in the payment of costs of team registration, training, field maintenance, and Club operating expenses. Dues do not cover team or individual travel expenses, uniforms, tournament fees, or any other additional expenses brought about by team or individual participation in any outside soccer related events. No player shall be permitted to participate in any Club matches until full payment of dues is received. The Board has the right to grant partial or full scholarships for any player who petitions the Club and needs financial aid. For any family with more than two (2) players participating in the program, any additional immediate family participants will be granted a fifty (50) percent discount on dues.

SECTION 7.02: BEHAVIOR Each player, and his/her parents, shall represent the Arsenal Soccer Club appropriately by demonstrating good sportsmanship, team spirit, self-discipline, and respect for others.

SECTION 7.03: ATTENDANCE Each player is expected to attend all games and practice sessions and to work on skill development outside of regular team practice sessions.

SECTION 7.04: PARENT AND OTHER SPECTATOR REGULATIONS Arsenal Soccer Club Parent and Spectator Code of Conduct: 1. Treat players, coaches, referees, and other parents and spectators with respect. 2. View games from areas directed by coaches and/or referees. 3. Does not use offensive language or display unruly behavior. 4. Does not smoke or consume alcoholic beverages or drugs during a game or practice when players are present. 5. Parents shall immediately inform coaches about medical conditions that affect the player. 6. Parents shall endeavor to have their children abide by the Player Regulations set forth in Section 7.00.

SECTION 8.00: COACHING REGULATIONS Arsenal Soccer Club Coaches Code of Conduct: 1. Treats own players, parents, opponents, and referees with respect. 2. Teaches and inspires soccer players to love the game, and instills the desire to compete fairly. 3. Is the type of person he/she wants the players to be. 4. Sets high standards of performance and conduct and maintains control and discipline of the team at all times. 5. Respects the judgment and interpretation of the rules by the officials. 6. Realizes that he/she is a teacher/coach and therefore understands the game and proper soccer behavior at all times.

SECTION 8.01: COACHING REQUIREMENTS Head coaches, assistant coaches, managers, trainers, and team-parent representatives must be over twenty-one (21) years of age unless approved by the Board. All Arsenal Soccer Club coaches, assistant coaches, and trainers must be approved by the Board. All Arsenal Soccer Club coaches are evaluated by the Board at the end of each season. At those points, the Board will review the Team’s and Coaches’ performance before re-appointing the Coach. The Board shall have exclusive discretion to appoint the coaches to teams prior to the commencement of a new fall season and may, in its sole discretion, decide not to reappoint a coach previously carded on a team. Any Arsenal Soccer Club head coach or assistant coach may be removed during a season from his/her position for reasonable cause by the Board after a hearing at which he/she has had a reasonable opportunity to oppose such action. Grounds for removal may include, but are not limited to, violation of the Arsenal Soccer Club Coaches Code of Conduct, failure to abide by the Arsenal Soccer Club rules and regulations. Trainers may be removed or terminated at the will of the club and with or without prior notice. Any Arsenal Soccer Club head coach may add, remove, or change assistant coaches for his or her team with prior approval of the Board. Any replacement assistant coach must meet the Arsenal Soccer Club requirements for coaching eligibility as specified by the Arsenal Bylaws. Every Arsenal Soccer Club Coach will attempt to maintain, with a balance of training and education, an atmosphere that will provide all players the opportunity to excel in the sport of soccer within the spirit of fair play. All Arsenal Soccer Club teams will participate in the league of play designated by the Club (currently NCSA). The league of play may be changed at any time by the Board. No team may participate in a different league or any additional leagues without prior written approval of the Board. Any team wishing to play in a league flight other than their age- and gender-appropriate flight must first obtain permission from the Board. Any Arsenal Soccer Club coach wishing to take an Arsenal Soccer Club player from another team as a guest player must first obtain permission from the player’s coach before approaching the players. All Arsenal Soccer Club coaches are responsible for any fines incurred by their teams. All fines must be paid at the conclusion of each season. The Arsenal Soccer Club reserves the right to withhold payment of any moneys due to any coach who has fines outstanding.

SECTION 8.02: TRAINERS Any Arsenal Soccer Club team wishing to use a trainer other than the Club’s exclusive trainers (currently World Class Soccer) must receive prior approval from the Board. No team may negotiate a fee with a trainer or coach without prior approval of the Board.

SECTION 9.00: CLUB RESPONSIBLITIES The Arsenal Soccer Club will be responsible to all teams for the following: • Reimburse teams for all League referee fees. • Providing all teams with ten (10) training sessions in the fall season and ten (10) training sessions in the spring. • Providing entry fees for two (2) tournaments in a calendar year. o If a coach chooses to participate in a tournament on either Columbus Day or Memorial Day, the coach must enter his/her team into the tournament designated by the Arsenal Soccer Club.

SECTION 10.00: UNIFORMS The Board will designate official uniforms. The jerseys will be white and black. All uniforms must be purchased at Sports Expert in Hillsdale, New Jersey. Official uniforms are to be worn to all games and tournaments with the exception of summer tournament. Individual teams may elect to wear T-shirts to summer tournaments.

SECTION 11.00: OFFICERS QUALIFICATIONS Candidates for the Arsenal Soccer Club Board must be members in good standing over twenty-one (21) years of age, and candidates for particular officer positions must meet their criteria set forth below.

SECTION 11.01: SELECTION All Arsenal Soccer Club Board members, as hereinafter set forth, shall be nominated by the current calendar year Board members. They shall be appointed by the Arsenal Soccer Club President.

SECTION 11.02: TERM OF OFFICE Board members shall serve a term of one year but position may be renewed each consecutive year with a Board vote, having to be a unanimous vote. There is an unlimited amount of years in which a Board member may serve.

SECTION 11.03: RESIGNATION Board members may resign by submitting a written notice to the Board. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board. Acceptance of the resignation by the Board shall not be necessary to make it effective.

SECTION 11.05: REPLACEMENT In the event that an officer other than the President resigns or is removed from office prior to the normal end of the current term of office, the Board shall appoint an Arsenal Soccer Club member who will serve for the time remaining in the current term. In the event that the President resigns or is removed from office prior to the normal end of the current term, the Vice-President shall assume all the duties of the President for the balance of the current term.

SECTION 11.06: MEMBERSHIP The Board shall be comprised of two (2) voting members, elected from the current Board members. The President shall be chosen by the Board. The President shall appoint the other Board member to the position of Vice-President/Treasurer.

SECTION 11.07: DUTIES The duties of the Board will be detailed in Sections 11.08 and 11.09.

SECTION 11.08: PRESIDENT The President will be required to have at least four (4) years membership in the Arsenal Soccer Club including at least two (2) full years as a Coach and at least one (1) year of service on the Board. The duties and responsibilities of the President shall include the following: • To preside at all meetings of the membership and the Board and serve as Chair (the President shall vote on all hearings as well). • To establish committees and to appoint committee chairs as required administering and managing the programs and business of this organization, subject to approval of the Board. • To serve as the liaison between the Arsenal Soccer Club and other organizations. • To serve as the general representative of the Arsenal Soccer Club in all matters. • To serve as the representative of the Arsenal Soccer Club designated league (NCSA). • To carry out such other and further duties as from time to time are assigned by the Board.

SECTION 11.09: VICE-PRESIDENT/TREASURER The Vice-President will be required to have at least four (4) years membership in the Arsenal Soccer Club including at least two (2) full years as a Coach. The duties are responsibilities of the Vice-President/Treasurer shall include the following: • To assist the President as necessary. • To exercise the duties and responsibilities of the President in the absence of the President. • To keep a detailed account of income and expenses of the Arsenal Soccer Club. • To submit appropriate financial statements at the Board meetings. • To cause the filing of all income tax returns and/or reports with appropriate state and federal agencies. • To oversee all fundraising activities. • To carry out such other and further duties as from time to time are assigned by the President.

SECTION 12.00: BOARD OF DIRECTORS RESPONSIBILITIES The duties and responsibilities of the Board shall include but are not limited to the following: • To conduct all Arsenal Soccer Club business in accordance with the Arsenal Soccer Club certificate of incorporation, bylaws, and all other rules and regulations as may be adopted by the Board from time to time. • To hear and pass judgment on all requests, protests, and appeals brought forth by any member, officer, or committee including any request seeking suspension of any Board member or coach member. • To approve the head coaches, assistant coaches, and trainers list. • To have full power to deal with any situations not expressly provided for in the certificate of incorporation or these bylaws.

SECTION 12.01: ACTIONS OF THE BOARD The presence of no less than two (2) members of the Board shall constitute a quorum and shall be necessary for the transaction of business or of any specified item of business. If a quorum is present, the vote of a majority of the Board present at the time of the vote shall be the act of the Board. Each member of the Board shall have one vote. Each member must be present at the meeting to vote- no proxies are allowed. All action of the Board shall be final. The President of the Arsenal Soccer Club will serve as the chair of the Board.

SECTION 12.02: FISCAL RESTRICTIONS OF THE BOARD The Arsenal Soccer Club may approve capital expenditures as necessary to run the day-to-day operations not to exceed the amount of $50,000.00 per project. For expenditures greater than $50,000.00, the Board must formally propose the expenditure at a Board meeting and have it approved by a unanimous vote of Board members. Each Board member is entitled to one (1) vote.

SECTION 12.03: INDEMNIFICATION OF BOARD MEMBERS Board members, to the extent not covered by existing insurance, shall be indemnified by Arsenal Soccer Club to the fullest extent permitted by the New Jersey Nonprofit Corporation Act, as may be amended from time to time, for damages, including court costs, legal fees, and other pertinent expenses incurred in legal actions arising by reason of any acts in the performance or nonperformance of duties, in good faith, in the operation of Arsenal Soccer Club; provided, however, that such acts are not illegal or otherwise improper.

SECTION 13.00: MEETINGS The Arsenal Soccer Club Board will hold monthly meetings. These meetings are open to all Arsenal Soccer Club Board members. Agenda is to be determined by the President, but any Board member may bring up any other order of business at the end of the President’s agenda. Special Meetings other than the regular monthly meetings may be called by the President of the Board. A minimum of two (2) days’ notice is required for Board meetings.

SECTION 14.00: PROTEST AND APPEALS PROCEDURE The purpose of the protest and appeals procedure shall be to hear protests and appeals resulting from the game of soccer among players registered to the Arsenal Soccer Club and to hear protests and appeals pertaining to the Arsenal Soccer Club bylaws, actions, rules, regulations, and policies as may from time to time be in effect. Any individual member, team member, player, coach, or team manager, may represent a protest or appeal to the Board. The objective of the protest and appeals procedure shall be to provide fair, expedient, and just hearing for all protests and appeals. The Arsenal Soccer Club shall hear and pass judgment on all protests and appeals and their decision will be final. The protest or appeal must be in writing, must describe in detail the grounds for the protest or appeal, and must be presented to the President a minimum of seven (7) days prior to the next scheduled Board meeting. The Board shall review the protest or appeal and shall schedule a hearing within two (2) weeks of the receipt of the protest or appeal.

SECTION 15.00: AMENDMENTS AND CONFLICTS Proposals to adopt, amend, or repeal bylaws may be made by any Board member, in writing, at a Board meeting or by any Coach, in writing, to a Board member to bring to the Board meeting. Bylaws may be adopted, amended, or repealed only by a unanimous vote of the Board members. Each Board member is entitled to one (1) vote each. The voting will take place no sooner than the monthly Board member meeting following the meeting in which the proposal was presented. If there are any actual conflicts between these bylaws and the Arsenal Soccer Club Certificate of Incorporation, the latter shall govern and these bylaws shall be deemed invalid insofar as they are inconsistent with the certificate of incorporation. To the extent possible, these bylaws and the Certificate of Incorporation shall be interpreted so as to be consistent with each other.

These Bylaws are effective as of June 2, 2011, and replace and supersede any and all prior Bylaws.