KITTITAS VALLEY JUNIOR SOCCER ASSOCIATION

AMENDED AND RESTATED BYLAWS

  1. NAME and Registered Agent

1.1 Name. The Association shall be known as the Kittitas Valley Junior Soccer Association (hereinafter referred to as "KVJSA"). KVJSA is and shall be a non-profit organization.

1.2 Registered Agent. The registered office shall be at 201 West Seventh Ave., Ellensburg, Washington. The name of the registered agent at the address shall be Jeff Slothower, Attorney at Law. KVJSA may, by action of the Board of Director, change the location of the registered office as long as the location remains within Kittitas County, Washington. The Board of Directors shall have the authority to change the Registered Agent and Registered Agent's address by majority vote.

  1. PURPOSE

2.1 Purpose. The purpose of KVJSA is to be a nonprofit Corporation organized for the following educational, developmental, and charitable purposes:

l) To promote, establish and govern youth soccer within Kittitas County; and

2) Establish uniform Rules and regulations applicable to youth soccer in Kittitas County consistent with the Washington State Youth Soccer Association rules and regulations; and

3) To foster through instruction and competition, the soccer skills of players, coaches and referees; and

4) To promote the concept of team play & good sportsmanship; and

5) To organize local invitational soccer tournament which may involve players regionally, within the state of Washington, nationally or internationally; and

6) To provide opportunities, through soccer, for the participants to learn about the cultures of other countries; and

7) To award scholarships and grants for schools, camps and clinics.

  1. AFFILIATION AND Authority

The KVJSA may be affiliated with one or more state, national and international youth soccer organizations. The Board of Directors, from time to time, may determine, by majority vote of the Board of Directors, which state, national or international youth soccer organizations that KVJSA shall be affiliated with.


  1. ADMINISTRATION

KVJSA shall be governed by its Articles of Incorporation, Bylaws and all rules and regulations hereinafter referred to as "policies", which the Board of Directors may adopt. Rules and regulations adopted by the Board of Directors may include but not limited to the following: competitive and recreational team formation, rules of play, conduct of games, scheduling, minimum standards for competitive and recreational team coaches, coaches and parents responsibilities, players code of conduct, parents code of conduct, player playing time, grievance and appeal procedures, and player discipline. The Board may also adopt such standing rules and procedures established byany state, national or international soccer organization the Board deems appropriate. The governing authority of KVJSA shall be vested in members of as evidenced by the elected officers, club representatives, and members of the Board of Directors.

  1. MEMBERSHIP

5.1 KVJSA Members. Every coach, manager, player over the age of 18 and parent or legal guardian of a player under the age of 18 participating on a team, administrator (paid or volunteer), or board member shall be a "Member" for the year in which they participate. For purpose of defining a "member" a year commences August 1 and ends July 31 of the following year.

5.2 Voting Rights. Every Member at least 18 years of age or older, present at a properly called meeting of Members, shall have one (1) vote for each matter submitted to a vote of the Members; provided, however, no family (consisting of one or more players, coaches, board members and a player's parents or legal guardians) shall have more than one (1) vote combined.

5.3 Termination of Membership. Any membership rights in the Association are terminated upon failure to pay current KVJSA registration fees or as a result of a coach ceasing to coach. The Grievance Committee may censor or suspend a member for violations of the KVJSA Code of Ethics or conduct prejudicial to the best interests of the Association. The Grievance Committee may also recommend the expulsion of a member to the Board of Directors, who shall then approve or disapprove the recommendation, provided that the member shall be entitled to a hearing before the Board of Directors before any such action be taken. Nothing in this section shall be constructed to allow the removal of a member of the Board of Directors in any manner inconsistent with these Bylaws.

5.4 Meetings of Members. The Members shall meet annually to transact the business of the Association. The annual meeting of the members shall be held at a date and time as shall be determined by the Board of Directors.

(a) Quorum. A quorum for annual or special meetings of the Members shall consist of not less than ten (10) Members entitled to vote on matters submitted to Members.

(b) Annual Member Meeting. The Annual Meeting. Meeting shall be for the purpose of conducting the following business:

  • · President's progress report;
  • · Treasurer's report of Club finances;
  • · Member's election of Club directors;
  • · General discussion from the floor;
  • · Adjournment

(c) Special Club Meetings. The Board may call a special meeting of Members at any time. Members may call a special meeting by delivering a written petition to the Secretary specifying the intended purpose of the meeting and signed by not less than 20% of the Members. Within three (3) days of receiving such a Petition, the Secretary shall provide not less than ten (10) days, nor more than fifty (50) days prior notice to all Club Members specifying the date, time and purpose of the special Club meeting.

(d) Meeting Chair. The President of the Club shall serve as the Chair of all general and special meetings of Members and shall not have a vote except in the case of a tie.

(e) Notice of Member Meetings. Notice of annual or special general meetings of Members shall be given not less than ten (10) nor more than fifty (50) days before the date of the meeting by publishing notice online and sending an electronic transmission for general distribution to all Members at their last known e-mail address.

VI. Board of Directors

6.1 Powers and Qualifications. The powers, property and affairs of the Corporation shall be managed, directed and controlled by the Board of Directors. Any Kittitas County resident may be elected to the Board of Directors except those who serve on the governing body of any other non-affiliated youth soccer organization.

6.2 Numbers and Terms. The Board of Directors shall consist of at least 5 and not more than fifteen (15) individuals who shall be members of the Association. Each Director shall serve for an initial term of 3 years. Each director, including those elected to fill a vacancy, shall hold office until the expiration of one term for which (s)he was elected and until a successor has been elected and qualified. At the time of the adoption of these Amended and Restated Bylaws, the Board of Directors consists of the following individuals:

Title

Name

President

Jeff Stinson

Vice President

Mitch Cook

Secretary

Kirk Mathias

Treasurer

Inti Valverde

Registrar

Crystal Weddington

Chris Brown

Melissa Bergen

Gorgie Anderson

Tessa Brookman

Tim Hyde

Carey Gazis

Brian Holmgren

Dave McReynolds

6.3 Election of Directors. At each meeting of the members of the KVJSA for the election of director, each member of the KVJSA shall have the right to vote for as many nominees as there are vacancies on the Board of Directors. Cumulative voting is prohibited.

6.4 Resignation. Any Director may resign at any time by delivering a written resignation to the President or Secretary of the KVJSA such resignation shall be effective upon receipt unless otherwise provided by the terms thereof.

6.5 Removal of Directors

6.5.1 A position on the Board of Directors shall be vacant if that director shall be absent three or more meetings during the year, unless excused by the President or the Board. The year shall run from March 1 to and including March 1 of the following year

6.5.2 Any Director may be removed with or without cause at any time by the affirmative vote of a majority of Board of Directors who are present at the meeting of the Board, the notice of which shall have specified the proposed removal.

6.6 Vacancies. In case of any vacancies among the Directors, the remaining Directors shall elect a successor by the affirmative vote of a majority of such Board members present at a meeting of the Directors, the notice of which shall have specified the proposed election. The successor director shall serve until elected by the Membership at the next annual meeting.

6.7 Meetings of the Board of Directors. The Board of Directors shall meet periodically to transact the business of the Association. Meetings shall be held at dates and times as shall be determined by the Board of Directors.

6.8 Special Meetings. Special meetings of the Board of Directors may be called by the President of the Association or upon the written request of one quarter (1/4) of the qualified Directors.

6.9 Notice. Notice of all meetings of the Board of Directors, except as herein otherwise provided, shall be mailed, sent by electronic mail, or delivered personally to each Director, addressed to him at his residence or usual place of business, not less than seven (7) days before the day on which the meeting is to be held. Each such notice shall state the purpose of the meeting, and the time, place and date of such meeting. Notice of a meeting of the Board of Directors and not be given to a Director who shall waive such notice in writing, whether before or after such meeting, or if the shall be present at the meting. Any such written waiver of notice shall be deemed equivalent to the giving of notice.

6.10 Quorum. At all meetings of the Board of Directors a majority of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business.

6.11 Voting. Each Director, except the President of the Association, shall be entitled to one vote on each matter submitted to a vote at a meeting of the Board of Directors. At all meetings of the Board of Directors, except as otherwise expressly required by law or by the Bylaws, all matters shall be decided by vote of a majority of the Directors present at the meetings a quorum being assembled. The President shall vote only in case of a tie.

6.12 Action by Board of Directors Without a Meeting. Any action required or permitted to by taken by the Board of Directors may be taken without a meeting if all the Directors shall individually or collectively consent in writing or by electronic message to the action. The written consent or consents shall be filled with the minutes of the proceedings of the Board, and the action taken shall have the same force and effect as a unanimous vote of the Directors.

6.13 Compensation. Except as allowed herein, the Directors of the Association shall serve as such without salary, but the Board of Directors may authorize the payment by the Association of reasonable expenses incurred by the Directors In the performance of their duties and reasonable compensation for special services rendered by any Director.

VII. OFFICERS OF THE ASSOCATION

7.1 Organization. The officers of the KVJSA shall consist of the President, Vice President, Secretary, Treasurer, and Registrar. Co-chairmen may be elected in lieu of a President and Vice-president. The officers shall be elected by the Members at the annual meeting. The officers of the KVJSA shall be elected at the annual general meeting. The term of office for association officers shall commence at the general meeting at which they are elected and shall continue for a period of three year terms from that date. When the officers of this association, other than the President, resign or are unable to complete their term of office, the Board shall be empowered to fill the vacancy. For this purpose, a simply majority of the Board of Directors shall constitute a quorum. Officers shall be elected only if they are personally present or upon notification by the candidate notifying the Association of their intent to hold office.

7.2 Officers and Duties of the officers.

7.2.1 President. The President Shall supervise all activities of the Association and the work of the officers and committees. The President is the general representative of KVJSA in all matters and shall also serve as chairman at all meetings of KVJSA.

7.2.2 Vice-president. The vice president shall succeed to the powers of the president in the President's absence or resignation. The Vice-President shall coordinate affiliated teams and encourage the development of the new clubs and assume such duties as requested by the President. The Vice President shall be the association representative to USCS mandatory meetings.

7.2.3 Secretary. The Secretary shall attend to all correspondence of the Association. The Secretary shall record the minutes of all meetings, which are to be approved at the following regular or special meeting. The Secretary shall be custodian of all correspondence received and shall maintain copies of all correspondence initiated by the association or the commission. The Secretary shall give notice of all meetings and keep the affiliated clubs informed of all KVJSA activities. In addition, the Secretary shall attend to the mailing of minutes of previous meeting to all KVJSA officers, Club Presidents and club Secretaries.

7.2.4 Treasurer. The Treasurer shall maintain the financial records of KVJSA. The Treasurer shall give receipts for all moneys, which shall be deposited in a chartered bank in the name of the Association. All disbursements shall be paid by check. All checks may be signed by two KVJSA Officers, on being the Treasurer. A financial statement shall be submitted at all regular meetings of the Association.

7.2.5 Registrar. The Registrar shall supervise and assist in all meetings pertaining to the registration of players in all divisions and the composition of Teams. The Registrar shall have the authority to request that the affiliated clubs or teams supply him with information, documents, registration forms and/or team registration forms that the Registrar may need in the pursuance of this/her duties. The Registrar shall maintain a record of each player, including the history. The registrar will have the responsibility for notifying the commission of any player and/or team, which has not met all the eligibility requirements. The registrar shall not sign a registration if a player is over age, unless this is approved by KVJSA. The registrar shall set and meet all deadlines. The board will approve on an annual basis to a stipend per child that is registered to the current registrar(s).

7.2.6. Other officers. The board of directors may from time to time appoint and or elect such other officers as the board of directors in their discretion may from time to time determine are necessary.

7.3 Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors, with or without cause, by a 2/3rds majority vote of the other Directors at any meeting called for the purpose of removing a Director whenever in its judgment the best interests of the Association would be served thereby.

7.4 Vacancies A vacancy In any office because of death, resignation, removal, disqualification, or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

7.5 Standing Committees The Board of Directors may, from time to time, establish committees, which shall have such duties as the Board of Directors may, from time to time, determine. The Board of Directors shall have the authority to appoint individuals, who need not be members of the Board of Directors. The scope and authority of these committees shall be determined by the Board of Directors. Such standing committees may include but not be limited to the following:

7.5.1 Scheduling. This committee shall be responsible for scheduling activities pertaining to league and tournament games within the KJVSA. The committee shall coordinate all recreational and competing team field scheduling.

7.5.2 Referee Coordinator. This individual shall coordinate all referee activities and game referee assignments. The referee coordinator shall organize all referees clinics held within the association and shall be present on the KVJSA protest and conduct committee. Due to the increasing number of participants in KVJSA the demand of referee coordinator has increased. The KVJSA board will vote on an annual basis to pay the referee coordinator a per-game stipend based on the number of games.

7.5.3 Ethics. The Ethics committee shall consist of a Chairman who shall be a Board Member, a member designating the Referee's Coordinator and a representative from the Association Membership who need not be a member of the Board. All concerned parties must be notified of any meeting at which the subject of their protest/conduct will be discussed, prior to the meeting.

7.5.4 Competition. The Competition Committee shall consist of the President and two (2) Board Members appointed by the Board, who shall be responsible for the delivery of the rules of policy, assigning of recreational and competition team players and coaches.

VIII Fiscal

8.1 Deposits of Funds. All funds of the Association shall be deposited in such banks, trust companies or other reliable depositories as the Board of Directors from time to time may determine and shall be used by the Board to conduct Association business.

8.2 Checks All checks, drafts, endorsements, notes and evidences if indebtedness of the KVJSA may be signed by the President or Treasurer.

8.3 Loans. No loans or advances shall be contracted on behalf of the Association and no note or other evidence of indebtedness shall be issued in its name unless and except as authorized by the Board of Directors. Any such authorization shall relate to specific transactions, and may include authorization to pledge, for security for loans or advances, any and all securities and other personal property at any time held by the Association.

8.4 Contracts. The President, Vice-President, or any other officer authorized by the Board of Directors, may, in the name of and on behalf of the Association, enter into those contracts or execute and deliver those instruments that are specifically authorized by the Board of Directors without the express and specific authorization of the Board of Directors, no officer or other agent of the Corporation may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association.

8.5 Fiscal Year. The fiscal year of KVJSA begins on January 1 and ends on December 31.

  1. BYLAW CHANGES

Changes or amendments to these bylaws may be made by a 2/3 thirds majority of the Board of Directors. Notice of the proposed changes or amendments to these bylaws must be made in writing to the KVJSA Secretary at least twenty-five (25) days prior to the next scheduled meeting. The Secretary shall give each Board member fifteen (15) days notice of the proposed changed or amendments.

X. INDEMNIFCATION

Pursuant to RCW 24.03.043, as now exists or as may hereafter be amended or replaced, and RCW 23B.08.320 and RCW 23B.08.500 through 600, as now exist or as may hereafter be the Association as otherwise permitted by law. It is the intent of this Bylaw to authorize indemnification in accordance with the law.

XI. Usage of the Association Name.

Affiliated clubs, team and members-at-large must obtain approval by KVJSA at a regular or special meeting prior to use the name "Kittitas Valley Junior Soccer Association" or the phrase "KVJSA'.

_________________________________

By:______________________________

Secretary

Kittitas Valley Junior Soccer Association

_________________________________

By:______________________________

President

Kittitas Valley Junior Soccer Association

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