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Shepaug Soccer Club

- Amended 8 June 2010-

The name of the organization shall be Shepaug Soccer Club LLC (hereinafter referred to as SSC).

The organization shall be located in the Towns of Bridgewater, Roxbury and Washington in the State of
The purpose of the SSC is to support the development and enjoyment of the sport of Association Football (Soccer) through its play in the Towns of Bridgewater, Roxbury and Washington.  Under the jurisdiction of the Connecticut Junior Soccer Association (CJSA), the SSC organizes, sponsors and administers teams, competitions and programs to assure the highest possible level of soccer competence and sportsmanship of which it is capable.  The SSC routinely fields teams at the premier, travel, recreation and league levels.

The Corporation is not formed for pecuniary or financial gain, and no part of the assets, income, or profit of the corporation is distributable to, or inures to the benefit of its members, directors, or officers.  No substantial part of the activities of the Corporation shall be carrying out of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in any political campaign on behalf of any candidate for public office.
The SSC's playing program encompasses all levels of soccer proficiency, but falls within two principal categories, as follows:

4.1 Instructional Soccer (Zone and the like)
The SSC administers a recreational soccer league for the Towns of Bridgewater, Roxbury and Washington, established for the enjoyment and development of its participants.  The organization recognizes recreation soccer both as a benefit to the Towns and its citizens and as an essential element of the attainment of SSC’s objectives, and encourages participation by all members of the community, irrespective of experience or skill.

4.2 Team Soccer (Travel Teams)
The SSC organizes, sponsors, administers and supports travel teams to represent the SSC and the Towns in competition under the aegis of its affiliated state, national and international organizations. Participation on these travel teams is based on registration and sportsmanship as determined by the responsible coach(es) in accordance to standards established pursuant to Section 4.4.  Special teams can be established to represent SSC in particular competitions or tournaments.

4.3 Eligibility
All residents of
Bridgewater, Roxbury and Washington are eligible to participate in SSC's programs. In addition, non-residents who meet the qualifications of organizations affiliated with SSC may participate on SSC teams if selected by the responsible coach(es) and approved by the Board.  On travel teams, such players would be used in instances when teams could not field enough players.  Bridgewater, Roxbury and Washington residents, and those attending school in Region 12 and private schools, take precedence, except for those players who leave the town but remain affiliated with their SSC team.  Bridgewater, Roxbury and Washington residents may be released by the SSC at any time to play on a team in another town if SSC otherwise does not have a team in that age group in any particular season, or under other certain circumstances, subject to approval of a release form by the SSC and CJSA, if applicable, requesting the same.
4.4 Team Management
Coaches of all teams playing under SSC affiliation will be appointed and supervised by the SSC and certified through C.J.S.A.  Coaches shall be required to have training and education to enhance their knowledge of working with children in all aspects of the sport.  Items such as philosophy, ethics, sports safety, conditioning, growth and development, teaching and communication, organization, administration and the like will be included in the education.  This shall be provided by the SSC and presented to Coaches at the beginning of each season and is a mandatory pre-requisite to coaching.  Coaches are expected to attend the coaches’ meeting at the beginning of each season, and any other required meetings.  The coach has sole authority and responsibility for the team, subject to the standards of the SSC, and are responsible for adequate supervision of all players on their team at all times during practices and games.  Coaches may not leave the field after games or practices until all players are picked up or accounted for.  Coaches serve for a single season (i.e., spring, summer, fall, winter) and may be reappointed for succeeding terms, subject to satisfactory review by the SSC.  Each coach will assure that the team has a manager to handle team administration.  Coaches may appoint assistant coach(es) who may also serve as team manager, but will remain fully responsible for team performance and conduct.  Coaches may only coach one team per season.  Coaches are responsible for player passes and the return of same or will incur a pre-determined fee imposed by the SSC.  If player passes are lost, it is the Coach’s responsibility to obtain a copy of birth certificate, recent photo and applicable fee to the Registrar ASAP.  Coaches are responsible for picking up and the return of team equipment and uniforms, if applicable, and any other requirements.

4.5 Team Sponsorship
The SSC can accept community, commercial and individual sponsorship for its teams, upon application to and approval by the SSC.

4.6 Team Administration
All teams designated officially by the Board shall have equal rights to practice times, equipment, uniforms, teaching sessions and any other considerations in the performance of a team.

The SSC shall have the power to deal with violations of the “Laws of the Game”, and the rules and regulations of associations to which leagues in which the SSC participates are affiliated, or with misconduct by any of its Coaches, players or members thereof.
The SSC has three classes of members: regular, honorary and automatic. Refer to Article 6 for a description of voter eligibility.

5.1 Regular Members are parents or guardians of children registered in SSC programs.  Each family unit is entitled to one vote in the affairs of the SSC brought to attention of the membership at large.
5.2 Honorary Members are designated by the Board in recognition of outstandingly meritorious service to SSC and the sport of soccer.  Membership shall continue until withdrawn by vote of the Board.  An Honorary Member is entitled to all the rights and privileges of a Regular Member.
5.3 Automatic Members are elected officers and board members.  An Automatic Member is entitled to all the rights and privileges of a Regular Member.
Only Executive Committee members are eligible to vote at meetings of the Executive Committee. Only Automatic Members (elected officers and directors) are eligible to vote on matters that come before the Board of Directors.  Regular members are eligible to vote on matters that are presented to the membership at large.

In order to nominate individuals for elected office from the floor at the May nominating meeting, or to vote for elected officers at the annual meeting in June, a member must be a "member in good standing."  A member in good standing is a member who has attended a majority of monthly meetings, missing no more than 3, within the year since the last annual meeting.
The Board may establish and assess fees needed to meet costs of conducting its programs.  These fees may be independent of any dues, and applicable to specific program activities, where warranted.

The Business of this Corporation shall be managed by a Board of Directors.  Members of the Board of Directors shall be members of the Corporation. The Board of Directors shall conduct all business of SSC and shall have the power to enforce the laws of the game, rules of the United States Soccer Federation, CJSA, FIFA, the NW district as well as the Constitution, By-Laws and Pledge of Commitment of SSC.  If any occasion arises that is not fully covered by any of the aforementioned, the Board of Directors has absolute power to render a decision or to form a committee to luck into such cases.

No board member shall for any reason be entitled to receive a salary or compensation for their service, but nothing hereby shall be construed to prevent any member from compensation from SSC for duties not relating to being a board member.
The Board consists of the elected officers of SSC plus Directors, not to exceed ten (10) or less than five (5).  An affirmative vote of a majority of the Board may increase or decrease the number of Directors.  No reduction in the number of Directors shall operate to remove a Director then serving, except that the number of Directors can be reduced to take effect at the next annual meeting. Members of the same family unit shall not hold board positions simultaneously.  No person shall have more than one position on the Board, except in an acting capacity, unless approved by the majority, and does not constitute any conflict of interest.
8.1 Officers and Directors
The President of the SSC shall serve as Chairman of the Board of Directors.  The Secretary shall serve as Secretary to the Board.

Meetings of the Board of Directors shall be held at least monthly at the call of the Chairman. The Chairman may decide to convene an emergency Board meeting at any time, without notice, on matters demanding immediate attention, where it is impractical or impossible to call a general meeting.  Whenever possible such meetings shall be preceded by notice to the members of the Board at least two (2) days prior to such meeting. The Board will report the results of any emergency meeting at the next regular meeting.  Neither the business to be transacted, nor the purpose of any meeting of the Board need be specified in the notice of such a meeting, except wherein a meeting is proposed to amend these by-laws, notice must be given that an amendment is being proposed.  A majority of the Members of the Board shall constitute a quorum.  Each Director shall have one vote and voting may not be done by proxy.  The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by these by-laws or law.
Directors shall be appointed by affirmative vote of the majority of the officers to provide leadership for the principal program and administrative functions of the organization.  The term of Director's service shall be from the time of appointment until the next annual meeting of the members.  A Director is eligible for re-appointment to the Board in any functional role.  Vacancies occurring during a term of appointment shall be filled for the remainder of the term by affirmative vote of the majority of the officers.
A Director may be removed by affirmative vote of a majority of the Board of Directors when sufficient cause exists for such removal.  The Board of Directors shall adopt such rules as it may consider necessary for the best interests of the Corporation for a hearing on charges against a Director.  A Director may be represented by counsel upon any removal hearing.
8.2 Executive Committee
The Executive Committee consists of the elected officers of SSC.  It shall formulate and recommend policies for consideration by the Board.  It may act for the Board between the meetings of that body to ensure the successful administration of SSC, subject to review and approval of its decisions by the Board at its next subsequent meeting.  The Executive Committee shall not have authority to amend these by-laws or commit or expend a substantial portion of the funds of the SSC.

8.3 Standing Committees
Standing committees may be formed from among one or more Directors.  Members of standing committees shall serve for the duration of their term as directors unless otherwise determined by the Board. Standing committees shall include but not necessarily be limited to:

Audit Committee – composed of three Directors, only one of whom may be an officer. The Treasurer is ineligible to serve on the Audit Committee which assures that the finances of SSC are administered soundly and constructively.
Rules and Sportsmanship Committee - composed of the President, the Director of Referees, Team Directors and one other director mutually selected by them.  This committee ensures that the SSC and its teams sustain the quality of the game.  Specifically, and without limitation, all major infractions resulting in ejection ("red cards") may be reviewed by the Committee to determine if additional disciplinary action is warranted.
Activity Committees - formed to assist in carrying out the specific programs and activities of the organization.  Each shall be chaired by a Director but its membership may be drawn from outside the Board.
The officers of the Corporation shall be President, Vice President, Secretary, Treasurer and Registrar.  The term of office for each officer shall be from the annual meeting of the members wherein he/she was elected until the next annual meeting of the members.  Each officer shall hold office for the term for which he is elected and until his successor has been elected and qualified unless he shall cease to be in office. Vacancies in offices shall be filled by the affirmative vote of the majority of the members of the Board of Directors.  Officers may be re-elected, but the maximum number of successive terms in any one office shall be five (5).  All officers shall be members of the Board of Directors.  No officer shall for reason of his office be entitled to receive any salary or compensation.

9.1 The President shall be a resident of Bridgewater, Roxbury or Washingtonand be at least 26 years of age at election.  The President shall preside at all meetings, shall present an annual report of the work of the organization, shall appoint all committees, shall see all books, reports and certificates as required by law are properly kept or filed, and shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.  The President shall serve a single two-year term of office.  The President is also responsible for appointing a voting representative to the Northwest District of CJSA.  This appointee will be responsible for attending all district meetings, vote as directed by the Board of Directors, and to report on the district meetings at the following monthly meeting of SSC.
9.2 The Vice President shall, in the event of the absence or inability of the President to exercise the office, become acting President of the organization with all the rights, privileges and powers as if he/she had been the duly elected President.  The Vice President serves as chief operating officer with special responsibilities for playing activities and relations with affiliated soccer groups.  The Vice President shall serve a one-year term of office.
9.3 The Secretary shall keep the minutes and records of the organization in appropriate books.  It shall be the Secretary's duty to file any certificate required by any statute, federal or state.  The Secretary shall give and serve all notices to members of this organization.  The Secretary shall be the official custodian of the records and seal of this organization.  The Secretary shall attend to all correspondence of the organization and shall exercise duties incident to the office of Secretary.  The Secretary shall serve a one-year term of office.
9.4 The Treasurer shall have the care and custody of all monies belonging to the organization, shall be solely responsible for such monies or securities of the organization and shall exercise all duties incident to the office of Treasurer.  The Treasurer must be one of the officers who shall sign checks or drafts of the organization.  No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it.  The Treasurer shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors at such meetings.  The Treasurer will also be responsible for submitting a yearly budget for the board to review and accept as well as submit reports at monthly meetings.  The Treasurer shall be bonded in favor of the SSC at its expense.  The Treasurer shall serve a one-year term of office.
9.5 The Registrar shall organize the registration of members and players, maintain up-to-date membership lists and rosters of players for all SSC teams, and coordinate and supervise the registration of players and teams with leagues.  The Registrar shall pass along to the Treasurer all funds received in connection with the registration process, and work with the Treasurer and other Board members to develop and maintain accurate rosters and membership information.
There shall be an annual meeting of the members of the Corporation held in June of each year at a time and place set by the Board of Directors.  The meeting shall be held in
Bridgewater, Roxbury or Washington, Connecticut.  The meeting shall be publicized by the Board in a manner reasonably designed to give notice to the residents of these communities who are or may desire to become members given the purposes of the organization.  Notice placed in a Connecticutnewspaper having general circulation in these communities at least two (2) days prior to said meeting shall be sufficient publication, provided that such publication is not required so long as the meeting has been otherwise adequately publicized by the Board.
The annual report of the President shall be presented at the annual meeting of members.
The election of officers shall take place at the annual meeting of members.  A vote shall be taken separately for each office in the order of President, Vice President, Treasurer and Secretary.  A majority vote of members voting at the annual meeting shall be required for the election of officers. Voting shall not be done by proxy.  The procedures for voting shall be prescribed by the President whose term of office expires at the annual meeting, provided that any candidate for office or any person whose term of office expires at the annual meeting may demand a secret ballot.
The President whose term of office expires at the annual meeting shall preside over the meeting until his successor has been elected.
A quorum of members for the annual meeting of members shall be a number of members equal to the number of directors and officers plus the number of vacancies on the Board.
Special meetings of the membership shall be held at the call of the Board on an affirmative vote of two-thirds of the Directors, or by written petition of twenty percent (20%) of the members for the purpose stated in the petition.  When time is of the essence, the Board may act by telephone, by e-mail or otherwise as it may determine.
Robert's Rules of Order will be observed at all meetings of the SSC and its Board.
Nominations for elected officers shall be made by any member of the board on or before the March meeting.  All nominations will be presented at the May meeting to be scheduled at least two weeks prior to the annual meeting, when elections will be held.  In addition, nomination of any member may be offered by any member in good standing from the floor of the May meeting for any elective office.

These by-laws shall be effective from the date of its adoption by an affirmative vote of the members of the SSC as attested by the Secretary.  They shall be amended only by an affirmative vote of two-thirds of the members of its Board of Directors then serving, or at a meeting of the membership, by a two-thirds affirmative majority of all members voting, provided that these by-laws may be amended at a meeting of the members only if notice of a proposed amendment(s) is included in the notice of the said meeting.

In the event of any conflict in the interpretation of these by-laws, the interpretation adopted by the Board of Directors shall be conclusive and binding on the SSC and its members.
These by-laws amend, modify, supersede and restate in their entirety all previous versions and amendments of the by-laws of the SSC.
Upon the dissolution of the SSC, the SSC shall, after paying or making provisions for the payment of all liabilities of the SSC, either: (i) dispose of all of the assets of the SSC exclusively for the purposes of the SSC in such manner, (ii) or distribute all of said assets to the Towns of Bridgewater, Roxbury or Washington Department of Parks and Recreation or to such other organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine.

The Board shall have the right to expel, suspend or, if deemed appropriate, reinstate any individual, including any player or Coach, who violates the laws or rules of the SSC or the Laws of the Game.  All players/parents that falsify birth certifications or their residency will be removed from the SSC immediately.

Grievances with respect to individual coaching matters or teams may be referred directly to the Board or a committee established by the Board.  For proper consideration, such grievances should be in writing and signed by the parent or guardian of the aggrieved player or players.  Within a reasonable period after receipt of such grievance, the Board or such committee shall meet to consider such grievance.  The determination by the Board shall be made by a majority vote of the Board members who do not have a child registered on the affected team or teams.  All determinations by the Board shall be final.

The SSC shall, to the fullest extent permitted under the laws of the State of Connecticut, as the same may from time to time be amended, (i) indemnify the Officers and other Board Members of the SSC, and the members of each committee, from and against any and all judgments, fines, amounts paid in settlement, and reasonable expenses, including attorney’s fees, actually and necessarily required by such Officer, Board member or committee member as a result of any action or proceeding, or any appeal therein, to the extent such amounts may be indemnified under said laws, and (ii) pay to any Officer, Board member, committee member in advance of the final disposition of any civil or criminal action or proceeding, the expenses incurred by such Officer, Board member, committee member in defending such action or proceeding.  The indemnification and advancement of expenses provided for herein shall not be deemed exclusive of any other rights to which the Officer, Board member, committee member seeking indemnification or advancement of expenses may be entitled under any agreement, vote of disinterested Board members, or otherwise, and shall continue as to a person who has ceased to be an Officer, Board member, committee member and shall inure to the benefit of the heirs and personal representatives of the Officer, Board member, committee member seeking indemnification.  The provisions of these By-Laws shall not be interpreted to restrict the Board from indemnifying or advancing expenses to any Officer, Board member, or committee member if the Board shall determine such indemnification or advancement of expenses to be appropriate in the specific instance.

These By-Laws may be amended or revised by the Board at any regular or special meeting; provided that any amendment adopted by the Board can be rescinded or further amended.  Amendments adopted by the Board must be approved by at least two-thirds (2/3) of the Board.