CONSTITUTION AND BYLAWS
The name of this corporation shall be the North Andover Soccer Association, Inc. In these bylaws, the corporation may be referred to as “NASA” or “the Corporation”.
2.0 OBJECTIVES AND PHILOSOPHY
The principal objective of NASA is to promote and encourage the game of soccer for the families of North Andover, and to perform this objective pursuant to the laws of the Commonwealth of Massachusetts for a charitable organization, organized under Chapter 180, and in accordance with the constitution, bylaws, rules, and regulations of the Massachusetts Youth Soccer Association, Inc. (MYSA) and the Essex County Youth Soccer Association (ECYSA) with which NASA is affiliated.
The philosophy of NASA is to provide play at all levels from instructional to highly competitive. In accordance with this philosophy, the rules of the game shall be adjusted where necessary to enhance the probability of meeting the objectives of NASA. NASA shall cooperate with similar organizations in all areas of mutual interest.
Membership shall be open to all North Andover residents who have attained the age of eighteen and who actively participate in the administration of the NASA program and/or who is a parent or legal guardian of a player legally registered with NASA during the previous 12 months. Any person who is suspended by NASA is not considered to be a member.
Registration shall be completed for each playing season. For each season, a registration period shall be announced defining the dates during which a player may register. A player is considered registered only once the online registration for that season has been properly filled out and the full registration fee has been paid or waived. Players who do not register during the registration period shall be allowed to register at the discretion of the Board of Directors. The Board of Directors shall maintain specific registration requirements and procedures in the Operating Policy. This may include dates, penalties, discounts and any other policy the Board approves with regards to registration.
Under no circumstances will a coach assign a player to his own team or accept a late registration. Coaches who field players not legally registered may be relieved of their position as coach at the discretion of the appropriate Age Group Director (if an in-town team). Coaches who field players not legally registered on a travel team will be subject to the disciplinary actions of ECYSA and/or NASA.
3.3 Voting Privilege
All members shall be eligible to vote at the Annual General Meeting (AGM) or any Special Members Meeting. Only Board members have the right to vote at all Board of Directors meetings.
3.4 Eligibility of Players
The children of any resident of North Andover shall be entitled to participate in the activities of NASA, provided that the parents or legal guardians of any minor child complete such documents and releases and accept such terms and the conditions as may be established from time to time by the Board of Directors.
Children of non-resident members will be allowed to play at the discretion of the appropriate Age Group Directors or Travel Directors on a case by case basis.
No player will be allowed to play without registering with NASA and making full payment of the registration fee. Requests for financial assistance to pay NASA registration fees will be considered by the Board of Directors in its discretion on a case by case basis.
3.5 Suspension and Expulsion of Non-Playing Members
Any member of NASA may be suspended or expelled from membership by a resolution passed by not less than two-thirds of the Board of Directors present at a legal Board meeting. The member has the right to make a statement to the Board of Directors before the resolution is put to a vote. The member may send a representative in his/her place. The decision of the Board of Directors shall be binding on the member and written reason for the suspension or expulsion must be given by the Board of Directors.
3.6 Complaints, Protests, Suspension and Expulsion of Players
Any player, parent or coach may file a complaint or protest with the Board of Directors. Any player of NASA may be suspended at the discretion of the Board of Directors as a result of a protest. The severity and amount of the disciplinary action will be decided on a case by case basis by the Board of Directors. Documentation of the incident will be submitted for any incident considered severe enough to warrant disciplinary action by the Board of Directors. A copy of said documentation will be kept in NASA files, and copies distributed to appropriate parties by the Secretary of NASA.
Any NASA Director may suspend/remove a player, parent or coach for the duration of a contest that the Director deems the player, parent or coach to be acting in a way contrary to NASA rules or rules of normally acceptable behavior. All suspensions must be reported and reviewed by the Board of Directors prior to or by the next regular meeting. The Board of Directors is authorized to take further disciplinary action if warranted.
3.7 Minimum Facilities
The interpretation of minimum facilities is that sufficient playing fields are available.
4.0 GOVERNMENT OF THE ASSOCIATION
The members of NASA shall be governed by the Board of Directors and the Officers. The Officers shall consist of a President, Treasurer and Secretary. The Board of Directors shall consist of the Officers and up to seventeen (17) Directors. Selection of Directors to specific Board positions shall be determined as soon as possible after the AGM and with preference based on seniority.
4.1 Board of Directors
The Board of Directors shall have the power to do, or cause to be done, all things that are proper to be done by NASA except as otherwise required by law or by these bylaws. The Board of Directors shall have control and be responsible for the management of the property of the organization. The Board of Directors shall have access to the books, records, vouchers and funds of the Treasurer, shall fill all vacancies that may occur during the year in an office except as otherwise provided by law or in these bylaws and may make for their own government such rules and regulations, not inconsistent with these bylaws, as they see fit. They shall have the power to waive fees or charges for any player member for good cause.
A Board of Directors of not more than twenty (20) members shall be elected by the members at the AGM. The Board of Directors shall solicit nominations for the open Board positions from the membership approximately one (1) month prior to the AGM. At the annual meeting, the proposed slate of Directors shall be presented to be voted on at the AGM. Any other members may make nominations for Directors from the floor of the AGM provided that the nominated member is present and expresses a willingness to fulfil the responsibilities of a Board member. A Director must be a member in good standing at the time of his election.
Any vacancy on the Board of Directors created by resignation or other administrative action may be filled by simple majority vote of the Board of Directors. First consideration will be given to unsuccessful candidates for Board membership from the last AGM that were either nominated in advance and pre entered on the ballot or were nominated from the floor and were present at that AGM. Vacancies may persist if no candidates are presented and the Board of Directors feels it can conduct business without filling the vacancy. The term of Board members filling shall last only until the next AGM.
Each Director shall hold office for a term of two years after his/her election at an AGM. If the director so desires, the director can extend their tenure for one additional two year term without re-election. The maximum time a director may serve on the Board of Directors is four consecutive years.
A director may request to continue on the board beyond the four year term limit. If the board approves, the request may be presented to the members at the AGM for their approval. If approved by the members, the director gets a one-year extension on the board as an exception to the four year term limit. This extension allows the director to participate as a full director on the board. This extension may be granted up to two times, allowing for a maximum of six consecutive years. This provision may not be applied to the President, Vice President, Secretary, or Treasurer.
Any Director may resign by giving his/her written resignation to the Board or to the Secretary. Such resignations shall be effective upon receipt unless otherwise specified and acquiesced by the Board. In the event that a Director does not regularly attend board meetings or fails to perform his/her responsibilities to NASA as determined by the Board of Directors and these bylaws, the remaining majority members of the Board may declare his/her position vacant.
In the case when a director fills a vacant board position after the AGM, their official tenure from the perspective of a term limit begins when they are officially elected to the board at an AGM.
The Vice President is selected from an existing board member. The preference is a board member who has completed their first 2 year term. In the event that there is not a viable candidate for Vice President from the Board members finishing their second year, the Board may nominate members finishing their first or third year.
The President can serve for a one or two year term. The Vice President can also serve for a one or two year term. The term as President or Vice President may exceed the four year limit, but may not exceed six consecutive years as an elected member of the board.
4.1.5 Regular Board Meetings
The Board of Directors shall hold regular Board meetings on a monthly basis, including a regular meeting prior to the AGM to prepare the agenda, reports, and recommendations to be presented at the AGM. The new Board of Directors shall hold a meeting as soon as practical after the AGM for the purpose of organizing itself and implementing the actions taken at the AGM and do whatever other planning is necessary for a successful year.
A Proxy Vote is permissible at Regular Board Meetings whereby a Board member may grant voting power to another Board member to vote on his behalf. This power must be presented to the Board in writing at the start of the Regular Board Meeting.
4.1.6 Special Meetings
In addition to the meetings required in Section 4.1.5, the Board of Directors may hold Special Meetings as they deem necessary. Special Meetings of the Board of Directors may be called by the Secretary whenever requested by the President, by three (3) or more Directors, or by these Bylaws.
A Proxy Vote is permissible at Special Meetings whereby a Board member may grant voting power to another Board member to vote on his behalf. This power must be presented to the Board in writing at the start of the Special Meeting.
4.1.7 Notice of Meetings of the Board of Directors
A notice of the meetings of the Board of Directors stating the place, date, and hour thereof, shall be given at least seven (7) days before the meeting, to each Director. No written notice need be given to any Director for Special Meetings within any specified time frame. Announcement of intent to hold a future meeting given at a prior meeting of the Board is interpreted as fulfilling all the notification of a meeting requirement.
The Secretary or the Director calling the meeting shall provide a copy of the agenda of items to be discussed along with the purpose of the meeting to each member as part of the notice of the meeting. No written agenda need be given to any member for emergency meetings within any specified time frame. Reason of intent to hold a future meeting given at a prior meeting of the Board is interpreted as fulfilling all the requirements of furnishing an agenda.
Seven (7) Directors, one (1) of which shall be an officer, constitutes a quorum for the transaction of business at any meeting of the Board of Directors.
4.1.10 Action at Meetings
At any meeting of the Board of Directors at which a quorum is present, the vote of the majority of those present, unless a different vote is specified by Law, by the Articles of Organization, or by these bylaws, shall be sufficient to decide the matter.
The Board of Directors may create special purpose Committees and delegate thereto any or all their powers, except those which are prohibited by these bylaws. The membership of such a Committee must be reapproved by the Board when and if its term exceeds one year. No committee member may serve for more than 4 consecutive years on a particular committee.
4.1.12 Dues and Assessments
The player fees shall be set by the Board of Directors. The Board of Directors may from time to time assess additional charges for, among other things, expenses incurred or to be incurred. Said assessments shall be borne and paid by the members unless otherwise specified by the Board of Directors.
4.1.13 Action By Writing
Any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting if all the Directors consent to the action in writing or by email and the written consents are filed with the records of the meetings of the Directors. Such consents shall be treated for all purposes as a vote at a meeting.
4.1.14 Records and Procedures of the Board of Directors
The Directors shall cause a record of their proceedings in all Directors meetings to be properly kept by the Secretary or by a secretary pro tempore. The records shall be verified by the signature of the person acting as secretary of the meeting.
The Board of Directors shall be responsible for enforcing the Constitution and Bylaws.
The President shall be chief executive and head of the Corporation and shall have the general control and management of its business and affairs, subject however to any limitations expressly provided herein and to the controlling authority of the Board of Directors. He/she shall preside at all meetings of NASA. During the absence of the President and Vice-President, the Secretary shall discharge the official duties of the President.
4.3 Vice President
The Vice President shall be vested with all the powers and shall be required to perform all the duties of the President in his/her absence or disability and the performance of any act or the execution of any instrument by a Vice President shall, so far as any third person is concerned, constitute conclusive evidence of the absence or disability of the President. He/she shall be responsible for interfacing with the officials of the Town of North Andover and other jurisdictions for the purposes of maintaining good will, procuring required fields necessary for the operation of our Fall and Spring programs. The Vice President shall be responsible for the CORI submissions to MYSA and shall maintain such records as required by law. The Vice President shall perform such other duties as may be prescribed by the Board of Directors.
The Treasurer shall be responsible for the custody of the funds and valuable books and papers of NASA. He/she shall keep full and accurate accounts of the receipts and disbursements in books belonging to NASA and shall deposit all monies and other valuable effects in the name and to the credit of NASA in such depositories as may be designated by the Board of Directors.
He/she shall disburse the funds for NASA as may be ordered by the Board of Directors, or President, taking proper vouchers for such disbursements, and shall render to the President and/or Directors whenever they may require it, an account of all his/her transactions as Treasurer and of the financial condition of NASA. He/she shall be at all times subject to the control and direction of the Board of Directors and shall perform such other duties as the Board of Directors may from time to time prescribe and require.
He/she shall submit an annual financial statement, including a balance sheet and income statement, summarizing the receipts and disbursements for the year and compared to at least the last 2 years to the Board of Directors and officers at least one week before the AGM. He/she shall reconcile the books monthly and provide documentation supporting to show proof of funds quarterly.
The Treasurer shall present to the Board, at the first regular meeting of the year, a budget of anticipated revenue and expenses for the fiscal year (January 1st to December 31st). This budget must be approved by the Board of Directors prior to the start of games during the year. This budget shall be used to guide NASA’s expenses during the year. Any substantial expense deviation of 15% or more from a budget line must be approved by the Board.
The Secretary shall be responsible for maintaining all necessary books in which shall be recorded the minutes and proceedings of all meetings of the voting members and Board of Directors. The Secretary shall give to the voting members and the Board of Directors, the notice required by these bylaws of every stated or special meeting of the voting members and of the Board of Directors meetings, or other locations and times which the Secretary determines to be reasonable.
The Secretary, in general, shall perform all duties incident to the office of Secretary authorized or required by law, or as the Board of Directors may require. In the absence of the Secretary from a stated or special meeting, a temporary secretary shall be chosen by the President who shall record the proceedings thereof in the aforesaid books. The Secretary shall see to it that all Officers and Directors receive copies of the minutes within one month of the meeting.
All correspondence external to the Board of Directors and association meetings shall be channeled through the Secretary for inclusion into NASA’s records.
In the absence of the President and Vice President at a Board meeting, the Secretary shall perform all of the functions of the President.
Prior to any vote on a significant motion that has long term impact on NASA, the Secretary shall write the motion into the records word-for-word and record the vote. The motions may include but not be limited to the change in dues structure, or other policy decisions. A Board of Directors member may request recording of any motion put to a vote.
4.6 Additional Directors
There shall be an additional set of directors who must fulfill the responsibilities described in this section. The exact makeup of the board of directors must be approved by vote of the Board of Directors. All responsibilities must be allocated to one or more directors. The current set of director positions and responsibilities shall be documented in the Operating Policy.
The Registrar shall be responsible for coordinating all activities relating to registration as outlined in 3.2 above, and as determined by the Board and documented within the Operating Policy, such as the printing of player lists and team rosters. The Registrar is responsible for overseeing and ensuring the completion of all administrative/database functions out-sourced on a contract basis.
The director appointed to manage development shall be responsible for fulfilling the development / training requirements of NASA. The Director is responsible for developing, organizing and running programs, clinics, courses, etc. for the training of the players, coaches and referees. He/she shall also keep an updated list of NASA’s licensed coaches and referees.
The Board of Directors may choose to hire a Director of Coaching (DOC) to assist with player and coach development. The Development Director serves as primary liaison between the DOC and the board.
The director appointed to manage referees shall be responsible for recruiting, training and monitoring referees for the intown program. The Director shall generate schedules, select appropriate referees for each age division, coordinate referee clinics with the Development Director and provide each referee with written instructions appropriately adapted for each in-town age group.
The director appointed to manage equipment shall be responsible for purchasing, maintaining and keeping adequate inventories of all equipment necessary for the travel and in-town programs. He/she shall coordinate with the travel and in-town Directors for the distribution and collection of equipment each season. The Director shall submit a written inventory to the Board detailing general numbers, location and condition of the equipment once a year.
The director appointed to manage uniforms shall be responsible for the uniform process for the travel program. This includes providing information to the community about the available uniforms and their cost, collecting uniform orders, working with the uniform provider to fulfill the orders, and distributing orders to players as necessary. The Director may also maintain reserve uniforms to loan as needed.
The director appointed to manage communications shall be responsible for managing the flow of information from the Board of Directors to the membership, and assisting in the presentation of information on the web site for the general benefit of the members. In addition, the Director will act in a public relations role and seek to promote the activities of the organization in the local and regional press- this includes supporting the promotion of the Columbus Day Tournament as well as notification of successes of NASA teams in tournament play. The Director will maintain and manage the organization’s social media properties, and will also be responsible for making sure the practice and game schedule information for the different age groups is present on the web site in a timely and informative way.
4.6.7 Field Maintenance
The director appointed for field maintenance shall be responsible for soliciting and coordinating the efforts of volunteers, contractors and town resources to ensure the adequate preparation of assigned playing fields for games and practices, including mowing, lines, nets and goals. The Director shall also be responsible for coordinating field renovation projects with town officials.
4.6.8 In-Town Program
The director(s) appointed to manage the in-town soccer program shall be responsible for organizing, coordinating and managing all aspects of the program for the assigned division(s). This includes: determining numbers of teams, recruiting coaches, developing rosters, developing schedules, assigning fields, conducting coaches meetings and making the final determination, along with the Field Maintenance Director, on the cancellation of games and practices due to weather conditions. The specific number of directors needed to manage the in-town program shall be determined by the board of directors and documented within the Operating Policy.
The Director(s) will work closely with the Development Director on player and coach development programs for their respective group(s).
4.6.9 Travel Program
The director(s) appointed to manage the travel program shall be responsible for overseeing and coordinating all aspects of the boys/girls travel programs as outlined in the Travel Team Policy, and for serving as the liaison with the Essex County Youth Soccer Association. Some of these duties include, but are not limited to, working with the registrar to manage travel team registrations, ensuring the timely registration of all travel teams with ECYSA, assist in the selection of all travel team coaches, assume the overall role of supervising travel team tryouts with the assistance of the all grade select team coach, monitoring the selection of the all grade select teams and all travel teams, ensuring each travel team has proper equipment and also providing any and all assistance before and during the season to travel team coaches when necessary. The Director(s) will chair the Travel Team Committee.
The director appointed to manage events shall be responsible for managing the annual Columbus Day Tournament and for coordinating other special projects, awards recognitions, etc. which may be assigned by the Board.
4.7 Other Powers and Duties
Each officer and director shall, subject to these bylaws, have in addition to the duties and power specifically set forth in these bylaws, such other duties and powers as the Directors [or members] may from time to time designate.
5.0 MEMBERSHIP MEETING
5.1 Annual General Meeting (AGM) of the Corporation
The AGM shall be held on the second Tuesday of November in each year or if that be a legal holiday in the Commonwealth of Massachusetts, on the next succeeding full business day at an hour and place specified by the President and stated in the notice of the meeting. The purposes for which the AGM is to be held, in addition to those prescribed by law, by the Articles of Organization, or by these bylaws, may be specified by the Board of Directors or by the President prior to the meeting. If no AGM is held in accordance with the foregoing provisions, a special meeting may be held in lieu thereof, and any action taken at such meeting shall have the same effect as if taken at the AGM.
5.2 Special Meetings
Special Meetings of the Corporation may be called at any time by the President or a majority of the Board of Directors. It shall be the duty of the Secretary to call a Special Meeting of the members whenever requested to do so by ten percent (10%) or more members stating the time, place and purpose of the meeting.
5.3 Place of Meeting
All meetings shall be held at such places in North Andover, Massachusetts as designated in the notice of the meeting. Meetings may also be held virtually, via video conference.
5.4 Notice of Meetings
A written notice of every meeting of members stating the place, date and hour thereof, and the purposes for which the meeting is to be held, shall be given by the Secretary or by the person calling the meeting at least ten (10) days before the meeting to all members to the last known email address of each member or in such other way as the Board of Directors shall order. No notice need be given to any member if a written waiver of notice, executed before or after the meeting by the member or his attorney thereunto authorized is filed with the records of the meeting.
At any meeting of the members, ten (10) members present in person or by proxy shall constitute a quorum. At any meeting of the members at which a quorum is present, the vote of a majority of those present on any matter, unless a different Vote is specified by law, by the Articles of Organization or by these bylaws, shall be sufficient to decide such matter.
Each member shall have one vote. A member may vote either in person or by written proxy dated not more than two months before the meeting named therein. Proxies shall be filed with the Secretary of the Meeting before being voted.
Each person now or hereafter a Director and officer of this Corporation, and each person now or hereafter a coach or assistant coach of a team organized by this Corporation and each person selected to be a referee for the games of said teams and activity coordinators shall be indemnified by this Corporation against all expenses and losses reasonably Incurred or suffered by him in connection with any claim, action, suit or proceedings, civil or criminal, actual or threatened, to which he may be made a party by reason of his being or having been such Director and officer, coach, assistant coach or referee as aforesaid, or by reason of his alleged acts or omissions as such Director and officer, coach, assistant coach or referee except with respect to any matter as to which he shall have been adjudicated In any proceeding not to have acted in good faith in the reasonable belief that his action was In the best interests of the Corporation, provided, however, that the Corporation may compromise and settle any such claim, action, suit or proceeding and pay such expenses and losses, if such settlement and payment appear to be for the best interest of the Corporation in the judgment of a majority of the disinterested members of the Board of Directors, whose judgment on the matter shall be final.
7.0 MISCELLANEOUS PROVISIONS
7.1 Fiscal Year
Except as from time to time otherwise determined by the Directors, the fiscal year of the Corporation shall be the twelve months ending the 31st day of December.
The seal of the Corporation shall, subject to alteration by the Directors, bear its name, the word “Massachusetts” and the year of its incorporation.
7.3 Execution of Instruments
All deeds, leases, transfers, bonds, notes and other obligations authorized to be executed by an officer of the Corporation on its behalf shall be signed by the President or the Treasurer, except as the Directors may generally or in particular cases otherwise determine.
8.0 PLAYING RULES
The Board of Directors may, from time to time, publish playing rules which, providing they do not contravene with this constitution and bylaws, shall be binding upon all NASA members and NASA teams.
9.0 OPERATING POLICY
The Board of Directors shall maintain an operating policy document covering the current procedures of the board and program. The Operating Policy must be kept in the records of the Corporation and can only be updated by Board of Directors vote. The Operating Policy shall be made available to the members in an appropriate manner, such as publication on the web site. All changes to the Operating Policy shall be tracked within the records of the Corporation.
10.0 AMENDMENTS TO THE CONSTITUTION AND BYLAWS
No variations of the Constitution and bylaws by addition, omission or amendment shall be adopted without approval at the AGM. It is desirable, however, that the bylaws should represent the wishes of the general membership. Therefore, at the AGM, the Board of Directors shall present to the members any proposals they may have for changes in the existing bylaws. The proposals of the Board and those of members shall be discussed and voted upon, a simple majority of those present being necessary for acceptance of the change. This procedure shall not prevent the Board of Directors from introducing new bylaws as demanded by situations that arise during the year. If conditions warrant, a Special Meeting may be held. Notice of such meeting shall be per 5.2. The amendment shall not be carried unless supported by a majority vote of those present at the meeting. The quorum shall be per section 5.5.