UTAH ARSENAL FUTBOL CLUB BYLAWS
Updated and Approved 4/13/2018
ARTICLE I - GENERAL PROVISIONS
The name of the organization is the Utah Arsenal Futbol Club, hereafter referred to as Utah Arsenal FC, UAFC, or The Club.
The purpose of The Club will be to:
A. Provide an opportunity for youth to participate in organized, competitive soccer.
B. Facilitate the development of fundamental and advanced soccer skills.
C. Foster, promote, and advance the concepts of competitive athletics and good sportsmanship.
D. Provide multiple levels of competitive play and development based upon youth needs.
E. Organize, encourage, and promote competitive youth soccer with an emphasis on state, national, and international competitive opportunities.
F. Develop and prepare youth to play at the top levels of the game whether Premier Youth Club, Olympic Development, collegiate, or professional.
Representative colors of The Club are Black, Red, Gray, and White.
1.04 NONPROFIT ORGANIZATION
The Club will be organized as a nonprofit corporation under the laws of the State of Utah, with authority to engage in all activities permitted of Utah nonprofit corporations, including to apply for recognition of exemption from federal income tax exemption and to operate in accordance with Section 501(c)(3) of the Internal Revenue Code.
The Club will register all of its players, coaches, teams, administrators with UYSA or appropriate national, state, and district organizations at least once each year and timely pay all dues and fees to UYSA.
The Club will comply with the bylaws and policies of UYSA, USYSA, and the USSF to the extent permissible under applicable law. The Club will not join any organization that has requirements that conflict with UYSA’s, USYSA’s or USSF’s bylaws, policies, or requirements.
1.06 ANNUAL GENERAL MEETING
The Board will hold an Annual General Meeting (AGM) each year during the first quarter of the year. Written notification must be made to all Club Members at least fifteen days prior to the AGM.
Each officer and staff member in good standing present at the AGM will be entitled to vote on any proposed changes to the bylaws and on the election of officers. Each household in good standing (i.e, has at least one youth currently playing for a Club team and has fully paid all fees) at the AGM is entitled to one vote on any proposed changes to the bylaws and the election of officers. If any officer, staff member or household holds multiple vote-eligible positions then they shall be limited to a single vote at the AGM. All proposals, resolutions, and other voting matters presented at AGM must be passed by a majority vote to become effective.
ARTICLE II - ORGANIZATION
The Club recognizes two categories of membership:
A. Officers (who also serve in a dual role as board members) and staff members.
B. Households with at least one youth playing for a Club team.
2.02 BOARD OF DIRECTORS
A. The Board will consist of nine (9) elected officers. No member of the board may hold more than one (1) officer voting position at the same time.
B. Any action required or permitted to be taken by the board of directors must be approved through a vote of the board. Each officer shall have one vote. A quorum of at least 6 members must be available to vote on any issue. A quorum may be created by telephonic or electronic audio and/or video participation. Voting on Club matters may be conducted at meetings or by electronic means (phone, email, text, etc.), and all such action has the same force and effect as an in-person vote. All voting, including telephonic or electronic votes, in a board meeting will be recorded in the minutes of that meeting. A measure being voted upon will only pass if two-thirds (2/3 or 6 total votes) of the board is in favor of the measure.
C. Voting Board member titles and a general overview of their responsibilities are listed below. Detailed job descriptions for each board position will be created and approved by the board and maintained outside of the Club bylaws. Any modifications to those job descriptions will need to be approved by the board.
a. President: presiding officer of the Club, ex-officio member of all committees, and supervisor of all activities of the Club. Primary representative of the Club, particularly with regard to public relations, which responsibility may be delegated. The president is authorized to sign contracts for the club and is a member of the finance committee.
b. Vice President (2 positions): the vice presidents shall jointly assume the responsibilities of the President during his/her absence. If the office of President becomes vacant during his/her term of office, for any reason, the Vice Presidents will jointly assume the duties of President until such time as the Board can meet to appoint an interim president, or until the next AGM when a new president can be elected. The Vice Presidents are authorized to sign contracts for the club and are members of the finance committee.
c. South Director: the South Director will be responsible for overseeing the operations for this region per their job description. The South region will be defined by team’s home field, per job description.
d. Northeast Director: the Northeast Director will be responsible for overseeing the operations for this region per their job description. The Northeast region will be defined by team’s home field, per job description.
e. Northwest Director: the Northwest Director will be responsible for overseeing the operations for this region per their job description. The Northwest region will be defined by team’s home field, per job description.
f. Community Relations Director: the Community Relations Director will oversee all community relations activities per their job description.
g. Treasurer: Chair of the finance committee and responsible for managing all of the Club finances and budgets per the associated job description. The Treasurer shall be a Certified Public Accountant (CPA) and/or have sufficient experience in the field of accounting or finance. The Treasurer will ensure all payments (received and paid) adhere to the club payment policies and that funds shall be deposited in a federally insured financial institution in the name of the Club.
h. Administrator/Secretary: the Administrator will have responsibilities outlined in the associated job description. This will include but not be limited to taking all minutes and sending all communication to the Club through approved channels. The Administrator will oversee all team managers and admins and ensure all teams adhere to club bylaws, policies, and procedures. The Administrator is a member of the finance committee.
D. The Board of Directors will meet as frequently as it deems necessary but not less than once every three (3) months. The Board of Directors will be responsible for the operation of The Club and the conducting of the business and affairs of The Club, including, but not limited to, the following:
a. Enforcing and interpreting the bylaws and rules of The Club.
b. Approving all Intra-State Tournament play.
c. Reviewing rules and procedures to ensure consistency with UYSA and USSF Constitution, Bylaws, and Rules.
d. Directing and supervising the operation and administration of The Club.
e. Supervising the financial affairs of The Club to include establishing or approving appropriate fees to provide the necessary financial support for implementation of Club programs, and arranging for an annual audit of Club financial records and procedures. Annual expenditures may not exceed annual receipts except as approved by the Board of Directors. General funds appropriations are to be voted on by the Board.
f. Appointing or approving the appointment of all Club Officers. In the event a member of the Board of Directors is unable to complete his/her term of office, the board shall appoint, approve the appointment, or provide for the election of an individual to complete the term of office of the outgoing Officer.
g. The Board of Directors will approve all committee chairpersons, coaches, and any other persons qualified to assist in any capacity, as it may deem necessary.
h. Suspending, barring completely or otherwise disciplining any player, coach, manager, team assistant, parent or referee or officer.
i. Make policies and procedures for specific cases or occasions not provided for in the Bylaws, but are deemed necessary, by the Board, to carry out the objectives of the Club.
j. The Board will approve and appoint all Club staff positions. Two-thirds (2/3) of the Board must approve the appointment of any person wishing to hold a staff position. A person may hold more than one of these staff positions at the same time. A person may also hold one or more of these staff positions and also be an Officer. Voting Officers may not hold a paid staff position in the club but can hold a non-paid staff position(s) during their term.
k. The Board may establish, authorize, or recognize auxiliary or advisory organizations of the Club, whether operating as separate non-profit organizations or as agencies of the Club, as it may deem appropriate. Auxiliary and advisory organizations shall be subject to such conditions and reviews as the Board may determine from time to time. All programs and activities of such organizations shall be consistent with the rules and regulations that apply to the overall exemption of the Club as a nonprofit organization under Section 501(c)(3) of the Internal Revenue Code, and the applicable state tax code.
l. The Board may temporarily delegate the duties, rights and responsibilities of one Officer to another Officer.
2.03 NON-VOTING STAFF POSITIONS
The following positions will be staffed and approved by the Board of Directors. Additional staff and committee positions can be created, eliminated, or filled as needed and as approved by the Board. Detailed job descriptions for each staff position will be created and approved by the board and maintained outside of the Club bylaws. Any modifications to those job descriptions will need to be approved by the board.
A. Technical Director: the Technical Director will report to the President and shall oversee all soccer development (players and coaches) for the club. All directors will report to the Technical Director. Shall organize and manage tryouts and all club-wide trainings. The Technical Director will be responsible for hiring all directors and coaches. The Technical Director must receive approval from a majority of the finance committee (3 or more members) before extending any job offers or removing any staff.
B. Soccer Development Directors: the Soccer Directors will report to the Technical Director and shall oversee soccer development and staff in their assigned age group or for their assignment area in the club.
C. Registrar: the Registrar will report to the Treasurer and shall be UYSA certified and represent the club for all soccer registration and eligibility requirements.
D. Region Field Assignors: responsible for reservations, scheduling, payments, line painting, nets for all fields for training and games of club teams. Field assignors will report to the Administrator.
E. Region Referee Assignors: responsible for assignment of certified referees for all home games of teams in the region. Referee assignors will report to the Administrator.
F. Region Finance Managers: responsible for collection of all player fees for assigned teams in their region. Finance Managers will report to the Treasurer.
G. Tournament Director: responsible for overseeing and managing the annual Club tournament.
2.04 ELECTIONS AND TERMS
A. Elections for the Board of Directors will be held at the club’s Annual General Meeting (AGM) and will be made by a majority vote. It is the responsibility of the governing body of the club to ensure that the elections are held in a fair and timely manner at appropriate intervals as set forth in The Club bylaws. Appropriate notice of elections and candidates should be distributed as applicable. Newly elected Officers take office immediately upon election. All candidates must be willing to submit to a background check when running for office.
B. Officers will hold office for a term of two (2) years, or until a successor is elected. The South Director, North Director, Community Relations Director, and one Vice President will have elections in odd calendar years. The President, East Director, Treasurer, Club Administrator, and the other Vice President elections will be held in even years. No term limit will be associated with any Officer. In the event of a tie in any vote, the President will be the deciding vote.
2.05 OFFICER REMOVAL AND REPLACEMENT
A. Petitions for the removal of any Officer must be signed by at least two-thirds (2/3) of the Board. A hearing for the removal of any Officer will be held upon presentation to the Board. The basis for removal of any Officer must be for action or inaction at least as serious as negligence, lack of participation, or engaging in activities harmful to or in competition with the Club.
B. When any office becomes vacant because of the removal or resignation of the incumbent, the Board will, at the first Board meeting held after the removal or resignation of the incumbent, appoint an individual to fill the office. This appointment must be passed by a 2/3 vote of the Board. The appointed officer shall serve until his or her office is up for reelection as outlined in the Bylaws.
2.06 FINANCIAL POLICIES
A. The Club Treasurer will serve as the chair of the finance committee and ensure strict adherence to all Club finance policies.
B. The finance committee shall include the Treasurer, President, Vice Presidents, and Club Administrator.
C. There shall be an annual audit or review of the Club’s financial records and procedures.
D. An annual budget shall be approved by the Board of Directors and at AGM each year preceding the seasonal year it becomes effective.
E. All payments (incoming and outgoing) must be made using methods approved by the Board.
F. Board members and the Technical Director are authorized to make ad hoc purchases of up to $100 for club-approved expenses. Receipts and justification for the expenses will need to be submitted to the Treasurer within 90 days of the purchase. If the purchase is approved by the Treasurer, reimbursement shall be made within 30 days of receiving receipts and justification. If the purchase is denied and not properly justified, the officer will be personally responsible for the purchase.
G. The Treasurer shall authorize all payments of $100 to $500.
H. All payments of $500 to $5,000 dollars require two authorized approvals from any two (2) members of the finance committee.
I. Any purchases over $5,000 require approval by a 2/3 vote of the board of directors.
J. The Club specifically disclaims financial responsibility for, and shall not assume nor be held liable for, debts, contracts, or other financial obligations, either expressed, or implied, of any affiliated district, league, club or team or any of the coaches, managers, officers, officials or any associate member of any affiliated district, league, club or team.
ARTICLE III - MISCELLANEOUS
Any proposal to amend the bylaws may be made by any officer or by a properly constituted committee of the Club. Proposed amendments will first be presented to the board for its approval. A proposed amendment is approved if two-thirds (2/3) of the board vote in favor of the amendment. Once the Board has approved the proposed amendment, it shall be presented for ratification at the AGM, or at special meetings of the Club called for such purpose. An amendment to the Bylaws shall be deemed ratified if accepted by a majority of the Club members present at the AGM or other special meeting called for that purpose. Amendments ratified at the AGM, or special meeting, shall be effective immediately unless otherwise specified.
3.02 CONFLICT OF INTEREST
No Club member shall engage in any position or function, which position or function presents a conflict of interest with the Club, in an effort to gain advantage for their personal or business gain. Any potential conflict of interest shall be declared in a disclosure statement to the board. The statement may be submitted voluntarily or upon request of the President. The board shall investigate and, if necessary, take action for removal of the individual from their position with the Club.
Upon the winding up and dissolution of the Club, after paying or adequately providing for the debts and obligations of the Club, the remaining assets shall be distributed to a nonprofit fund, foundation or corporation, which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code. If the Club holds any assets in trust, said assets shall be disposed of in such a manner as may be directed by order or decree of the District Court of the County in which the Club’s principal office is located, upon petition therefore, by any person concerned in the liquidation.
A. “Administrator” means an individual designated to handle administrative duties and/or represent a team.
B. “Coach” means an individual who instructs Club Players and directs team strategy at practices and games.
C. “Majority” means more than half (>50%) unless otherwise noted as a 2/3 majority.
D. “Member” means any individual or organization registered or affiliated with the Club pursuant to these bylaws.
E. “Officer” means an individual member of the Club Board of Directors.
F. “Organization” means a legal entity lawfully formed and registered in the state of Utah.
G. “Player” means any individual registered to play soccer for a Club team
H. “Seasonal Year” means June 1 of one calendar year through May 31 of the next calendar year
I. “Soccer Season” means the months in which Club teams play organized games against other teams. Each Seasonal Year has two (2) Soccer Seasons. The Fall Season is played during the months of August, September, and October, and the Spring Season is played during the months of March, April, and May.
J. “Two-thirds of the Board or Officers” means six (6) of the seven (9) members of the Club Board of Directors.
K. “USSF” means the United States Soccer Federation.
L. “USYSA” means the United States Youth Soccer Association
M. “UYSA” means the Utah Youth Soccer Association.