1:01 Pleasanton Girls Soccer Association
1:02 173 Spring Street, Suite 100, Pleasanton, CA 94566
1:03 The Corporation shall have perpetual operation.
2:01 Board of Directors 2:01:01 Annual Elections
In August, a Nominating Committee shall be established consisting of five (5) members. Said Nominating Committee shall consist of the Parliamentarian as Chairperson, two (2) Board members, and two (2) members from the membership atlarge. Except for the Parliamentarian, individuals interested in pursuing an elected position shall not serve on the Nominating Committee. The general membership shall be notified that said Nominating Committee is seeking candidates for the Board of Directors.
At the September Board of Directors meeting, the Nominating Committee Chair shall present the slate of candidates for the Board of Directors. At the October Annual General Meeting, nominations may be made from the floor. All candidates must be present to accept nomination or must have previously submitted her/his acceptance in writing to the Club Parliamentarian. The final slate of candidates shall then be officially presented at the AGM.
Annual elections shall be held within the week following the October Annual General Meeting. Notice of the election shall be made public at least twenty (20) days prior thereto. Voting shall be conducted via an online ballot. Each parent of a registered player, each Board member, each rostered coach, each rostered assistant coach, and each player over the age of eighteen (18) shall be entitled to one (1) ballot. No person shall cast more than one (1) ballot. Absentee, proxy, and write-in ballots will not be allowed.
The Parliamentarian and a Board member shall review the tallied votes. The candidates receiving the highest number of votes shall be elected. The results of the vote shall be made public at that time.
At the first Board meeting in January, the Board of Directors shall elect from its members the following officers for a one year term: President, Competitive Vice President, Recreational Vice President, Secretary, and Treasurer. Only members who have served for one complete year on the Board shall be eligible.
Nomination and voting procedure:
- Nominations may be made by the Parliamentarian specifically if the current officer wishes to stand for re-election to the position currently held.
- Any Board member may nominate another Board member, but not himself or herself, to an officer position. Such nominations must be received by the Parliamentarian no later than one (1) week prior to the January Board meeting. A
Board member may be nominated for multiple officer roles.
- The Parliamentarian will contact all nominees no later than four (4) days prior to the January Board meeting to receive approval for placement on the ballot.
- The Parliamentarian will provide the Secretary with the ballot of all nominees who shall then distribute the ballot to the Board no later than three (3) days before the January Board meeting.
- Voting for the five (5) officers will take place at the January Board meeting. The nominees need not be present, but if not present will not be entitled to vote.
- A drawing will be made by the Parliamentarian, or an alternate Board member, for the order of officer election. Voting shall be done by secret ballot. The Parliamentarian and a Board member shall count the votes. After each election, the person with the greatest number of votes may either accept the position or decline. If declined, the person with the next highest number of votes may choose to accept or decline the office and so forth until the office is filled. The next officer election from the drawing will then proceed in a similar manner until all officer positions are filled or it is determined that a position needs to be filled by appointment of the Executive Committee as there are no remaining Board members on the list of nominees.
- Only one office may be held by one member of the Board.
The results of the officer elections shall be made public at that time.
Any member of the Board of Directors may be removed from office for cause by a twothirds (2/3) vote of the Board of Directors. Some examples of causes for removal are:
- Unexcused absence from three (3) or more consecutive regular Board of Directors meetings.
- Failure to perform duties as defined in the Bylaws for which said member was either elected or appointed.
- Being found guilty of conduct deemed as detrimental to the operation of this Club.
In the event of resignation or removal of a Board member or vacancy of a Board position for any other reason, a successor shall be selected by majority vote of the remaining Board of Directors and serve for the remaining term of the office for which appointed.
2:02 Executive Committee
2:02:01 Responsibilities of the Executive Committee include:
- Enforce and interpret the Constitution, Bylaws, General Procedures, and PIMs and all applicable rules and regulations of any affiliated association. B. Administer the property and management of the Club.
- Prepare a fiscal year budget for each Program of the Club for approval by the Board of Directors.
- Shall appoint Board Members-At-Large as needed to ensure the efficient administration of its affairs.
- Shall act on behalf of the Board between meetings of the Board. Shall make temporary procedures or policies for specific cases or occasions not provided for in the Constitution, Bylaws, General Procedures, or PIMs, but which are deemed necessary to carry out the objectives of this Club. Shall report all such matters at the next Board of Directors Meeting for ratification.
- Shall appoint such other officers as the affairs of the Club may require, each of whom shall hold office for such periods and have such authority and perform such duties as the Executive Committee may from time to time determine. Special Appointment positions shall be non-voting.
- Shall appoint Board members to represent the Club at PYSL Board of Directors meetings per PYSL Bylaws.
- Shall hire full-time Staff and shall have authority to approve hiring of coaches. Shall establish compensation and benefits (if any) of all full-time Staff and coaches.
- Shall have the authority to suspend, bar completely, or otherwise discipline any member of Staff, player, coach, manager, team assistant, parent, or guardian from any member team, or from this Club as set forth in PIM 008 and PIM 013.
- Shall manage all inter-club and intra-league transfer and release of players after consultation with Staff.
President: Shall preside over all meetings of the General Membership, Board of Directors, and Executive Committee. Shall cast a vote only in the case of a tie. Shall act as official representative of the Club. Shall attend or delegate attendance to Cal North meetings and District 3-4 Presidents’ meetings. Shall represent PYSL (PGSA and BUSC, which are independent of one another) at District 3-4 Board meetings as follows: primary (odd years) or delegate (even years). Shall maintain an annual plan of operation. Shall appoint committees and their chairperson in accordance with the provisions of Section 2:09 Committees and subject to the approval of the Executive Committee. The President shall be an ex-officio member of all committees. Shall have ultimate management responsibility for all Club employees including the Technical Director and Technical Staff members. Oversight includes all RAGE affiliations, sponsorships and contracts, including, but not limited to, US Club Soccer, USYSA, Cal North, District III, BUSC, PSRA and PASS, City of Pleasanton and Pleasanton Unified School District.
Competitive Vice President – Vice President for the Competitive Program. Shall administer the Competitive Programs and oversee the representative(s) from PGSA for the District 3-4 Games Committee and the various leagues within which the competitive teams play. Shall organize and conduct player placements in conjunction with the Technical Director and Staff. Shall manage the team selection process with the assistance of the Technical Director and Staff. In the absence of the President, shall preside at meetings of the Board of Directors or Executive Committee. Shall generate a yearly Tactical Plan for approval by the Executive Committee. Shall be responsible for developing and administering an annual budget for the Competitive Programs. Shall chair the Competitive Teams Parent’s Meetings and report meeting highlights at the next Board of Directors’ meeting. Shall monitor the progress of the training programs at the Competitive levels. Shall be responsible for equipment used within the Competitive programs including uniforms, training goals and equipment, etc. Oversight also includes Letters of Intent Signing Night, RAGE College Showcase, Soccer City Warm-Up and Youngers Tournament, Club participation in Association and State Cup and Ratification of Technical Directors coaching selection. Shall have management responsibility for the following position: Competitive Associate.
Recreational Vice President – Vice President for the Recreational Program: Shall administer the Recreational Program. In the absence of the President and Competitive Vice President, shall preside at meetings of the Board of Directors or Executive Committee. Shall be responsible for developing and administering an annual budget for the Recreational Program. Shall appoint and assist Age Group Coordinators (AGCs) with the formation of Recreational teams and recruit Recreational coaches as needed. Shall be responsible for Recreational player and coach training programs and the coach and player evaluation process. Shall conduct AGC and Coach Orientation programs prior to beginning of the Recreational season. Shall develop and distribute AGC and Coach’s Manuals for the Recreational program. Shall monitor the progress of the training program at the Recreational level. Shall work closely with Age Group Coordinators to insure efficient communication with Recreational teams’ coaches. Shall establish committees as necessary and subject to the approval of the President to ensure efficient administration of the Recreational Program. Shall assist the Technical Staff with the player evaluation and identification process. Shall be responsible for player ability rating data at each age group to assist AGCs in team formation process. Shall organize kick off events for the Recreational Program and an annual Coaches Appreciation Dinner. Shall purchase and distribute trophies for the Recreational Program. Shall publicize the league standings for U10 and older at the Recreational level. Shall organize Recreational All-Star games in U9, U10, U12, & U14 age groups. Shall be responsible for equipment used within the Recreational Program including uniforms, training goals and equipment, etc. Shall have management responsibility for the following positions: Recreational Associate and Recreational Staff Member.
Secretary: Shall record the minutes and proceedings of the Annual General Meeting, Board of Directors, and Executive Committee meetings as a permanent record. Shall give notice of meetings to Board members. Shall provide for the safekeeping of all Club legal documents such as corporate papers, contracts, deeds, insurance policies, etc. Shall be responsible for Secretary of State filings and any and all playing league filings.
Treasurer: Shall be responsible for developing an annual budget, including a detailed plan for both income and expenses. The Board of Directors shall approve the budget. The Treasurer shall provide budget updates at Board meetings. The Treasurer shall have charge of all funds and handle them in accordance with Club
regulations. Shall maintain an accurate and current record of all assets, liabilities, income and expenditures and provide such records to officers at the Board of Directors meetings. All monies shall be deposited in the recognized banks in the name of the Club. All accounts shall be paid by check and shall require joint signatures of any of the two (2) following officers: President, Competitive Vice President, Recreational Vice President, Secretary, Treasurer, or RAGE Showcase Director, or the Club Bookkeeper, or an appointee of the Board. Transfers of funds among accounts of the Club held in financial institutions are exempt from the requirement of having joint signatures. Electronic funds transfers by authorized representatives of the Club (e.g., Paychex) are exempt from the requirement of joint signatures. Shall prepare all tax returns and other financial reports as required. Shall be responsible for setting, imposing, and collecting dues, assessments, and admission fees, which shall be posted on the Club website. Shall have financial management responsibility for the Team Treasurers. Oversees any financial review or audits. Oversees any employee payroll and financial human resource functions. Shall have management responsibility for the following Staff Member: Bookkeeper.
Technical Director: Shall report to the Club President. Shall be responsible for developing and implementing a variety of training programs for Competitive and Recreational teams. The position shall also direct and supervise other technical Staff and is ultimately responsible for meeting the Club’s overall objectives relative to player and team development
2:03 Board Members-at-Large 2:03:01
The President shall have management responsibility for the following At-Large Member:
- Fundraising Director
The Competitive Vice President shall have management responsibility for the following Board Member:
- Competitive Associate: Shall assist the Competitive Vice President in accomplishing the goals of the Competitive Program.
The Secretary shall have overall management responsibility for the following Board Member and At-Large Member:
- Parliamentarian: Shall assist the Board in the interpretation and enforcement the Constitution and Bylaws. Shall be responsible for elections. Shall prepare Constitutional amendments for vote by the membership. Shall maintain and keep current the Bylaws, General Procedures and PIMs as approved by the Board of Directors. Shall review corporate contracts. Shall chair the Nominating and Elections Committee.
- Web Master: Shall report to the Secretary. Shall maintain the Club web site and other computer applications. Shall manage team web masters and evaluate team web pages for content.
2:04 Meetings 2:04:01
Meetings of the Board of Directors shall be held bimonthly as scheduled by the President with consent of a majority of the Board of Directors. Special meetings may be called by the President, Competitive Vice President, Recreational Vice President or one-half (1/2) of the Board of Directors.
Notice of meetings of members shall be given by the Corporation either personally, by first-class mail, by telephone, or by Electronic Transmission, as defined in Section 8:01 of these Bylaws, charges prepaid (in the case of mailed notices), addressed to such member at the member’s address appearing on the books of the Corporation or given to the Corporation for the purpose of notice.
All such notices shall be given to each member entitled to vote at the meeting not less than ten (10) days nor more than sixty (60) days before the meeting. Any such notice shall be deemed to have been given at the time when delivered personally or by telephone, deposited in the mail, or sent by Electronic Transmission, as defined in Section 8:01 of these Bylaws.
A quorum (one over half of the Board of Directors) constitutes an official meeting for the transaction of business. A majority vote of Board of Director members present at an official meeting will be required to make any decisions binding upon the membership.
The agenda for regular meetings shall be as follows:
- Call to Order
- Roll Call
- Guests and Speakers
- Approval of Meeting Minutes
- Review of Action Items
- Treasurer’s Report
- Officers’ Reports
- Committee Reports
- Unfinished Business
- New Business
2:05 Committees 2:05:01Permanent Committees
The following Permanent Committees shall be appointed yearly by the
President. Permanent Committee members need not be members of the Board. The
President shall be ex-officio member of all Committees. The Chairperson of all Permanent Committees must have been a Board member for one year prior to appointment by the President as Chairperson.
- Nominating and Elections Committee. Chairperson shall be the
Parliamentarian. Shall present the slate of nominees at the AGM. Shall oversee the online voting process of the Annual Election of the Board of Directors. Shall conduct the Annual Election of the Executive Committee Officers at the January meeting. B. Permanent Committees of the Board:
- ECNL Committee
2:05:02 Special Committees
The President, subject to Executive Committee approval, may constitute such other Committees, as it deems necessary to ensure the efficient administration of its affairs.
2:05:03 All Committees
All Committee Chairs shall report to the Board of Directors meeting, or the Executive Committee between meetings of the Board. Permanent Committees are not authorized to create Club policy or procedures. Committee finding and resolutions must be submitted in writing, with appropriate action being taken by the Board.
3:01 Expenditures/Fundraising 3:01:01
A budget must be presented to the Board of Directors for any proposed tournament, jamboree, clinic, camp, marketing program, fundraising program, special event, etc.
Expenditures or requests for reimbursement over $5000 (not previously budgeted) must be presented to the Board of Directors for approval. Individual expenditures in any one category that accumulate to $5000 or above (not previously budgeted) must be presented to the Board of Directors for approval.
4:01 Protests and Appeals 4:01:01
Only violations of the Constitution, Bylaws, and General Procedures of this Club and misapplication of the FIFA “Laws of the Game” shall be proper subjects to consider for protest or appeals.
Protests or appeals must be filed with the Secretary within two (2) calendar days of the action being protested or appealed. Protest shall be in writing, listing all particulars, Rule, Article, or Law being invoked. Each protest being filed shall be accompanied by a check for $100 to the Club, which shall be returned if the protest or appeal is upheld.
For a game protest to be valid, the opposing team coach or manager and the referee must be notified that the game is under protest prior to leaving the field of play. The referee should record protests on the game card. No recreational protests shall be allowed. (Protests for competitive games are administered by Cal North District 3-4 or other regulatory jurisdiction.)
The Executive Committee, at its earliest convenience, shall judge properly submitted requests. Any member of the Executive Committee who has a personal involvement with the action being considered shall refrain from any discussion or voting of the protest or appeal.
In the matter of protest and appeals, no person(s) associated with the operations of this Club shall invoke the aid of any lawyer or courts of any state or United States without first exhausting all available remedies within PGSA, Cal North, U.S. Club Soccer, USYSA, and USSF, including a final appeal to the USSF Council at its Annual General Meeting.
5:01 Rules of Play
The FIFA “Laws of the Game” as modified by Cal North shall apply to any and all competitions sponsored by this Club. Players under ten years of age may play soccer in accordance with the rules of this Club’s development player program.
Upon dissolution of the Club, the Board of Directors will first make payment of all outstanding debts and liabilities and make effort to receive all funds due. No dividends will be made to Board members or Staff during dissolution. All assets upon dissolution will be transferred to a charitable group.
Notwithstanding any provision of these Bylaws, the Corporation shall not discriminate against any director, officer, employee, applicant, or participant on the basis of sex, race, color, ethnicity, or national origin.
8:01 Electronic Transmission
The term “Electronic Transmission” means, in the case of a communication by the Corporation to a member or a director, a communication: (i) delivered by (a) electronic mail when directed to the electronic mail address for that recipient on record with the Corporation, (b) posting on an electronic message board or network which the Corporation has designated for those communications, together with a separate notice to the recipient of the posting, which transmission shall be validly delivered upon the later of the posting or delivery of the separate notice thereof, or (c) other means of electronic communication; (ii) to a recipient who has provided an unrevoked consent to use those means of transmission for communications under or pursuant to this Section 8:01; and (iii) that creates a record that can be retained, retrieved, reviewed, and rendered into clearly legible tangible form. However, an electronic transmission by the Corporation to an individual member of the Corporation who is a natural person, if communicated to the recipient in that person’s capacity as a member, is not authorized unless, in addition to satisfying the requirements of this section, the consent to the transmission has been preceded by or includes a clear written statement to the recipient as to (a) any right of the recipient to have the record provided or made available on paper or in non-electronic form, (b) whether the consent applies only to that transmission, to specified categories of communications, or to all communications from the Corporation, and (c) the procedures the recipient must use to withdraw consent.
“ Electronic Transmission to the Corporation ” means, in the case of a communication to the Corporation, a communication: (i) delivered by (a) telecommunication or electronic mail when directed to the electronic mail address that the Corporation has provided from time to time to members, officers, and directors for sending communications to the Corporation, (b) posting on an electronic message board or network which the Corporation has designated for those communications, and which transmission shall be validly delivered upon the posting, or (c) other means of electronic communication; (ii) as to which the Corporation has placed in effect reasonable measures to verify that the sender is the member (in person or by proxy), officer, or director purporting to send the transmission; and (iii) that creates a record that is capable of retention, retrieval, and review, and that may be rendered into clearly legible tangible form.
Unless otherwise provided in these bylaws, and subject to any guidelines or procedures that the Board may adopt from time to time, the term “writing” as used in these bylaws includes Electronic Transmission.
Adopted 2/17/2005. Amended 10/15/2007; 01/14/09; 07/08/14; 09/14/11; 10/01/12; 01/07/14; 07/15/14; 08/06/14; 09/10/14; 10/08/14; 02/24/16; 05/09/18