The name of the corporation is Vermont Amateur Soccer League, Inc.
The principal office of the corporation shall be located in the City of Burlington and State of Vermont. The Board of Directors may change the location of the principal office of the corporation and may, from time to time, designate other offices within or without the State of Vermont as the business of the corporation may require.
3.1 Purposes. This corporation is a volunteer non-profit organization created for and committed to promoting youth and adult soccer in the State of Vermont. The corporation is a public benefit corporation organized and shall be operated exclusively as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986 (the “Code”) or the corresponding provision of any future federal tax code and as a publicly supported organization as defined in Section 509(a)(2) of the Code. The corporation’s purposes shall include but not be limited to the provision of services that (i) foster greater participation and interest in soccer among Vermont youth and adults, (ii) provide opportunities for youth and adults to compete at levels that are consistent with their age and abilities, (iii) encourage good sportsmanship, safety, team play and participation by the community, and (iv) to provide opportunities for Select Team play and Olympic Team selection process, and participation in National Cup play at all levels for men and women. Notwithstanding any other provision of these Articles of Incorporation, the corporation shall possess only such powers as may be exercised by an organization exempt from federal income taxation under Section 501(c)(3) of the Code and by a corporation organized under Title 11B of the Vermont Statutes Annotated.
3.2 Mission. This corporation is committed to creating a positive, meaningful soccer experience for players, referees, coaches, and fans of soccer. The corporation promotes soccer excellence in Vermont through a competitive, safe, enthusiastic soccer environment. The goals and objectives of the corporation include, but are not limited to, the following:
Goals:
- To provide a quality soccer experience to Vermont’s amateur players, referees, coaches, and fans
- To generate enthusiasm for soccer in Vermont
- To create a seamless link between youth and adult soccer
- To use soccer as a mechanism to promote healthy community ties
Objectives:
- To create a sustainable USASA amateur league in Vermont
- To develop a player pool from youth, college, and recreational programs from which to draw amateur players
- To involve adult soccer players in youth soccer development
- To garner continuous support from local businesses, schools, community groups, and families
- To achieve Vermont representation in regional and national tournament play
- To participate in the Olympic Development programs
3.3 Affiliation. This corporation is affiliated with the United States Amateur Soccer Association ("USASA") and the United States Soccer Federation ("USSF") through the duly recognized state association of USASA for the State of Vermont, the Vermont State Soccer Association (“VSSA”).
3.4 Exempt Activities. Notwithstanding any other provision of these Bylaws, no director, officer, employee, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code (the “Code”) or any corresponding provision of any future federal tax code.
4.1. Members. Members of VASL shall include all teams, players, managers and coaches who are registered with VASL, VSSA and USASA. Each team shall designate on forms provided by VASL at least two team representatives responsible for receiving League correspondence, attending Member meetings and voting on behalf of the team. Each team shall have one vote
4.2. Registration of Members. Registration with VASL, VSSA and USASA will occur once annually and on forms provided by the League. Registration deadlines and fees shall be set by the Board of Directors.
4.3. Admitting a New Member. Prior to the deadline for VASL’s annual registration, any team may apply to the Board of Directors for being admitted as a new member. The application shall include: (i) all names and addresses and other information required for VASL, VSSA and USASA registration for each player or team member and appropriate registration fees; (ii) a designation of the team representatives; and, (iii) all other information as required by the League’s Mentoring Rule 3. All new member applications must be received by the League President at least 60 days prior to the deadline for VASL’s annual registration. A new member application, reinstatement of a suspended member or a request for inactive status may only be granted upon approval by (i) the board, and (ii) the members by two thirds of the votes cast at a meeting at which a quorum is present.
4.4. Termination of Membership. The Board of Directors may deny an application, terminate, suspend, ban and/or fine any membership, team or individual, for failure to adhere to these Bylaws and/or League Rules. The Board of Directors may impose fines and collect the same from any team bond and any uncollected fine(s) must be paid in full prior to membership being re-instated.
4.5. Reinstatement of Membership. A member, team or individual, may seek reinstatement by submitting a request in writing to the League President with payment of any fines due or outstanding. All requests for reinstatement may only be granted upon approval by (i) the board, and (ii) the members by two thirds of the votes cast at a meeting at which a quorum is present. Payment of fines is unconditional and not related to granting reinstatement.
5.1. Annual Meeting. The annual meeting of the members shall be held at such time, place and date as shall be designated by the Board of Directors. At the annual meeting, the Members shall elect the board of directors of the corporation and attend to any other proper business. Written notice of the annual meeting shall be sent to all members at least ten (10) days and no more than sixty (60) days prior thereto.
5.2 Regular Meetings. There shall be no less than four (4) regular meetings of the Members annually, one of which shall be the annual meeting as described in Section 5.1 above.
5.3. Special Meetings. Special meetings of the members may be called by the Secretary at the request of the Directors or upon the request in writing of the holders of at least five percent (5%) of the voting power of the corporation. Such written request shall be delivered to an officer of the corporation and shall describe the purpose or purposes for which such meeting is to be held. Written notice of a special meeting shall be sent to all members at least ten (10) days and no more than sixty (60) days prior thereto.
5.4. Quorum. Seventy Five percent (75%) of those members entitled to vote, represented in person, or by proxy shall constitute a quorum for the transaction of business.
5.5. Voting. . Each Member entitled to vote shall be entitled to one vote and only one vote. Except as otherwise provided in the Articles of Incorporation or these Bylaws action on a matter is approved by a majority of the votes cast at a meeting where a quorum is present.
5.6. Waiver of Notice. A member may waive notice in writing, signed by the member and delivered to the corporation for inclusion in the minutes or filing with the corporate records. A member’s attendance at a meeting waives objection to lack of notice or defective notice unless the member timely objects to holding the meeting or transacting business at the meeting, and waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member timely objects to the matter when it is presented or when the member thereafter becomes aware the matter is presented.
5.7. Action by Written Consent. Action required to be taken at a member’s meeting may be taken without a meeting if the action is taken by all the members entitled to vote on the action. Each action must be evidenced by one or written consents describing the action taken, signed by all the members and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
6.1. Number and Qualification. The Board of Directors shall consist of not less than three persons. The number of directors may be increased or decreased from time to time by the members; provided, however, that in no event shall the number of directors be less than three. The board may appoint as advisory non-voting board members representatives from organizations such as the USSF Referee’s State Committee and the Vermont Soccer Association (“VSA”) Board of Directors. Such advisory non-voting board members are not required to be Officers as provided in Article VII.
6.2. Manner of Election. The directors shall be elected by the members entitled to vote at the annual meeting of the members by a plurality of the votes (more votes in favor than against but not necessarily a majority).
6.3. Term of Office; Qualifications. All directors must be individuals. The term of office of each director shall be for one year, or until the election and qualification of his or her successor. Directors may be elected for successive terms.
6.4. Duties and Powers. The Board of Directors shall have control and management of the affairs and business of the corporation and the directors shall in all cases act as a board, regularly convened and in the transaction of business the act of the majority present at a meeting, except as otherwise provided by law or the Articles of Incorporation, shall be the act of the Board, provided a quorum is present. The Board of Directors may adopt and amend such rules and regulations for the conduct of their meetings, the management of the corporation, and the operations of the league, as they deem proper, not inconsistent with law or the Bylaws. The directors may designate among its members one or more committees each of which, to the extent provided in such resolutions, shall have and may exercise all authority of the Board of Directors, except as provided by law.
6.5. Annual Meeting. The annual meeting of the Board of Directors shall be held for the purpose of appointing officers, and for the transaction of such other business as may be properly brought before the meeting.
6.6. Regular Meetings. There shall be no less than four (4) regular meetings of the board held annually, one of which shall be the annual meeting of the board as described in Section 6.5 above. Regular meetings of the Board of Directors shall be open to the public unless decided otherwise by the Board and held without notice. The date and time of the regular meetings shall be fixed, and may be subsequently changed, by resolution of the Board at any regular or special meeting, and shall be held at a location designated by the Board. Minutes shall be taken at all meetings.
6.7. Special Meetings. Special meetings of the Board of Directors may be called by the president at any time; and the president shall, upon the written request of a majority of the directors, call a special meeting to be held for the purpose of transacting any business designated in the call. Minutes shall be taken at all meetings.
6.8. Notice of Meetings. Regular meetings of the Board may be held without notice. Notice of special meetings shall be served upon each director by messenger or by electronic mail or similar telecommunication system so long as a written record of such notice may be kept and reduced to hard copy, or may be mailed by first class mail to each director, at least two (2) days prior to the date of the special meeting. However, if all of the members of the Board then in office are present at a special meeting and waive notice thereof, any and all business may be transacted at that special meeting.
6.9. Time and Place of Meetings. Meetings of the Board of Directors may be held at any time and place within or without the state which has been designated in the notice of the meeting.
6.10. Action Without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board shall individually consent in writing to that action. Such action by written consent shall have the same force and effect as an affirmative vote of the Board of Directors. Such action by consent shall be filed in the minutes book of the corporation.
6.11. Quorum. At any meeting of the Board of Directors, a majority of the directors in office shall constitute a quorum of the Board of Directors for the transaction of business. Every act or decision taken or made by a majority of the directors present at a duly called and held meeting, at which a quorum is present, is a binding act or decision of the Board.
6.12. Use of Conference Telephone. Meetings of the Board of Directors may be conducted by conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another and participate.
6.13. Compensation of Directors. Directors, as such, shall not receive compensation for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each meeting of the Board; provided that nothing herein contained shall be construed to preclude any director from serving the corporation in another capacity and receiving compensation therefor.
6.14. Adjournment. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting of the Board of Directors to another time and place.
6.15. Vacancies. Any vacancy occurring in the Board of Directors by death, resignation, removal, or otherwise shall be filled by the Board of Directors, or, if the directors remaining in office constitute fewer than a quorum of the Board, they shall fill the vacancy by the affirmative vote of a majority of all directors remaining in office. The director thus chosen shall hold office for the unexpired term of his or her predecessor and until the election and qualification of his or her successor
6.16. Resignation. Any director may resign his or her office at any time, such resignation to be made in writing and delivered to the president or the secretary, such resignation to take effect immediately upon delivery without acceptance.
6.17. Removal of Director. Each director may be removed without cause by the affirmative vote of the members entitled to vote thereon at any duly called meeting of the members for that purpose.
7.1. Officers. Each voting member of the board of directors shall be appointed as an officer of this corporation. As such, all officers must also be member of the board. The officers of the corporation shall be a President, Treasurer, Secretary and other such officers that the Board determine are necessary for the conduct of business, including any number of Vice Presidents, and a Chairperson and Vice Chairperson(s). Any two or more offices may be held by the same person, except the offices of President and Secretary.
7.2. Chairperson. At each annual meeting, the Board of Directors may elect a Chairperson and one or more Vice Chairpersons to hold office for the ensuing year. The Chairperson, if any, of the Board shall preside over all meetings; in the Chairperson’s absence a Vice Chairperson, if any, shall preside.
7.3. President. The Board of Directors shall elect a President to serve as chief executive officer of the corporation, to generally supervise and control the business and affairs of the corporation, and to perform such duties and functions as the Board may prescribe. The President, or any one person designated by the President, shall have authority to sign and execute all deeds, leases, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the corporation, unless restricted in any specific instance by resolution of the Board of Directors.
7.4 Vice President. The Board of Directors may elect one or more Vice Presidents. In the absence of the President, the Senior Vice President shall perform his or her duties and shall perform such other duties as may be prescribed by the Board of Directors or the Bylaws. Vice Presidents of the corporation shall include, but not be limited to the following:
Vice President of Marketing & Media Vice President of Scheduling
Vice President of Discipline and Conduct Vice President of Rules & Referees
Vice President of USASA/USSF Affairs Vice President of Registration
Vice President of Sponsorship & Fund-raising Vice President of Records & Awards
Vice President of Youth
7.5. Treasurer. The Treasurer shall keep and maintain, or cause to kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its liabilities, receipts, disbursements, losses and capital. The books of account shall at all reasonable times be open to inspection by a director. The Treasurer shall deposit all monies and other valuables to the credit of the corporation with such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors and shall render to the President and directors, whenever they request it, an account of all of the transactions of the Treasurer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.
7.6. Secretary. The Secretary shall keep, or cause to be kept, a book of minutes at the principal office of the corporation or at such other place as the Board of Directors may order, of all meetings of directors, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at director’s meetings and the proceedings thereof. The Secretary shall give, or cause to be given, notice of all the meetings of the Board of Directors required by the Bylaws or by law to be given, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.
7.7. Additional Duties. The officers of the corporation shall perform such other duties and functions as may from time to time be required by the corporation or the Bylaws or rules and regulations of the corporation or may be prescribed by the Board of Directors.
7.8. Election of Officers. The above officers shall be elected by the Board of Directors by a plurality vote at the annual meeting of the Board of Directors, and shall hold office for one year or until their successors are elected and qualified.
7.9. Vacancies. Should any of the above offices become vacant, the Board of Directors shall elect a successor at the next regular meeting or special meeting of the Board of Directors, and such election shall be for the unexpired term of said office.
7.10. Resignation and Removal. An officer may resign at any time by delivering notice to the President or Secretary, or to the Board of Directors. Resignation shall be effective when the notice is effective unless the notice specifies a future effective date. If resignation is made effective at a future date and the corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the effective date. The Board may remove any officer at any time with or without cause.
7.11. Salaries. The salaries of all employees and agents of this corporation, if any, shall be fixed by the Board of Directors, and may be changed from time to time by the Board.
The Board may establish such permanent or special committees, including an Executive Committee, as it may deem appropriate from time to time. Each such committee shall be subject to the delegation of authority from the Board and shall include such members of the Board, officers of the corporation and other designees as the Board may elect by majority vote. Except as otherwise provided in these Bylaws, each committee shall consist of two or more board members.
The Board of Directors hereby establishes a standing committee called the Conduct Board. The Conduct Board shall consist of no fewer than five board members appointed by the board and a registered player representative from each Division appointed by the President; and shall have such duties and authority as shall be set forth in Rules adopted by the board. An appeal of any decision of the Conduct Board may be brought before the full board sitting as the Appeals Board. Any decision by the Appeals Board shall require the vote of seventy-five percent of the full board and shall be final and binding.
9.1. Indemnification. The corporation shall indemnify its directors and corporate officers (hereinafter in this Article IX referred to as "Covered Persons") against any liability incurred by any of them in their capacity as such, to the full extent permitted by the laws of Vermont, in accordance with the following provisions.
9.2. Third Party Suits. The corporation shall indemnify any Covered Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that such Covered Person is or was a director or officer of the corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Covered Person in connection with such action, suit or proceeding if such Covered Person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such Covered Person did not act in good faith and in a manner that such Covered Person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
9.3. Derivative Actions. The corporation shall indemnify such Covered Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director or officer of the corporation, against expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by such Covered Person in connection with the defense or settlement of such action or suit if such Covered Person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation; provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such Covered Person shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of such Covered Person’s duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Covered Person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.
9.4. Payment in Advance. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of such Covered Person to repay such amount, unless it shall ultimately be determined that such Covered Person is entitled to be indemnified by the corporation as authorized in this Article IX.
9.5. Non-exclusivity. The indemnification provided by this Article IX shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, vote of disinterested directors or otherwise, both as to action in such Covered Person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such Covered Person.
9.6. Insurance. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation against any liability asserted against such Covered Person and incurred by such Covered Person in any such capacity, or arising out of such Covered Person’s status as such, whether or not the corporation would have the power to indemnify such Covered Person against such liability under the provisions of this Article IX.
The corporation is hereby empowered to raise funds for its charitable and educational purposes within the meaning of Section 501(c)(3) of the Code, or the corresponding provision of any future federal tax code. The corporation shall keep accurate records, books, and other necessary documentation, in appropriate accounting form, of all grants, donations, bequests or other contributions to the corporation and shall report such contributions to the Internal Revenue Service as the IRS may, from time to time, require.
Except as otherwise provided by law or in the Articles of Incorporation of the corporation, these Bylaws may only be altered, amended, repealed or added to by (i) the board, if the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected; and (ii) except as provided in subsection 10.02(a) of Title 11B of the Vermont Statutes Annotated, the members by two thirds of the votes cast at a meeting at which a quorum is present, or a majority of the voting power, whichever is less. Such amendment shall be approved at any annual, regular or special meeting called for such purpose, provided that a written notice shall have been sent to each member of record entitled to vote at such meeting at his last known post office address no fewer than ten (10) nor more than sixty (60) days before such annual or special meeting, which notice shall state the alterations, amendments, additions or changes which are proposed to be made in such Bylaws. Only such changes shall be made as have been specified in the notice.
Upon the dissolution of the corporation or the winding up of its affairs, the assets of the corporation shall be distributed to one or more organizations organized and operated exclusively for religious, charitable, scientific, testing for public safety, literary or educational purposes, or for the prevention of cruelty to children or animals that would then qualify as tax-exempt under the provisions of Section 501(c)(3) of the Code, or any corresponding provision of any future federal tax code, and contributions to which are deductible under Section 170(c)(2) or Section 2055(a) of the Code, or any corresponding provision of any future federal tax code. The distribution shall be to such qualified organizations and in such amounts as may be determined by the Board of Directors. Any assets not so distributed by the Board of Directors shall be so distributed by a court of competent jurisdiction, exclusively to such organization or organizations as said court shall determine, which are organized and operated exclusively for such exempt purposes.
The Board of Directors shall adopt rules governing the conduct of the League. The adoption of Rules does not require the approval of the members. The Rules may only be altered, amended, or repealed by (i) the board, and (ii) the members by two thirds of the votes cast at a meeting at which a quorum is present. Such amendment shall be approved at any annual, regular or special meeting called for such purpose, provided that a written notice shall have been sent to each member of record entitled to vote at such meeting at his last known post office address no fewer than ten (10) nor more than sixty (60) days before such annual or special meeting, which notice shall state the alterations, amendments, additions or changes which are proposed to be made in such Rules. Only such changes shall be made as have been specified in the notice.
