Below are the bylaws of Northwest United Women’s Soccer, Inc.:
(Latest revision: March 2, 2017)
ARTICLE 1: NAME
The name of this organization shall be “NORTHWEST UNITED WOMEN’S SOCCER, INC.” hereinafter referred to as NUWS.
ARTICLE 2: NONPROFIT CORPORATION
This corporation shall be a nonprofit corporation, and no part of its income may be distributed to its members, directors or officers except for services to NUWS as approved by the Board of Directors.
ARTICLE 3: HEADQUARTERS/REGISTERED OFFICE
NUWS shall continuously maintain its headquarters in the metropolitan area of Portland, Oregon, subject to amendment by the Board of Directors.
ARTICLE 4: PURPOSE
To develop, promote and administer the game of soccer among Adults in league play, cups, tournaments, and other related activities, and to represent affiliated members where appropriate.
ARTICLE 5: FISCAL AND SEASONAL YEARS
5.1 The fiscal year of NUWS shall run from March 1 to the last day of February.
5.2 The seasonal year of NUWS shall run from September 1 through August 31.
ARTICLE 6: AFFILIATION
NUWS will be affiliated with the Oregon Adult Soccer Association (OASA/USSF) and, so long as it remains so affiliated, shall comply with the Bylaws and rules of OASA, and the procedures and decisions of OASA, the USASA, and USSF.
ARTICLE 7: BOARD OF DIRECTORS
7.1 General Powers.
- The affairs of this corporation shall be governed and managed by a Board of Directors comprised of Officers and Division Representatives as defined in Article 7 section 4.
- The Board of Directors shall establish the amount of the affiliation fees, season fees, referee fees, and registration fees for NUWS tournaments.
- The Board of Directors shall review all expenditures in excess of $100 before such a liability is incurred.
- The Board of Directors may, upon request, appoint two auditors to audit the Treasurer’s books and submit a report to the Board of Directors.
- The Board of Directors’ decision on interpretations of NUWS’ Bylaws and rules are binding.
- The Board of Directors shall have the power to penalize divisions, member teams, and affiliated individuals according to the Bylaws and Rules of NUWS. Penalties may consist of fines, warnings, loss of points, suspensions, or temporary or permanent exclusion from activities of NUWS.
- The Board of Directors has the power to arbitrate disputes among member teams, players and coaches.
- The Board of Directors can order all other games suspended on days when a League-sponsored tournament or play-off game is scheduled.
- The Board of Directors may represent, upon request, all members and affiliated individuals in any dealings with other soccer leagues, associations and federations.
- A majority of the Board of Directors may call a membership meeting.
- The Board of Directors may propose changes in the Bylaws and Rules at the Annual General Meeting.
- All Directors must be individuals. Directors need not be residents of the State of Oregon, unless required by the Articles of Incorporation.
- No team will have more than two individuals serving on the Board of Directors at any one time.
- All Directors must be current or former registered players with NUWS at the time of their election or appointment or the candidate must have a personal history, skill set and/or contribution that qualifies the individual to serve per Board approval.
- The Board of Directors shall consist of the following individuals:
- All individuals who are officers of NUWS; and
- All individuals who are Division Representatives.
7.4 Elected Positions. The following positions are elected and the individuals holding such positions serve the Board of Directors.
- Field Operations Manager
- Judiciary Commissioner
- Division Representatives.
- Open Division, Level A
- Open Division, Level B
- Open Division, Level C
- Over 30 Division, Level A
- Over 30 Division, Level B
- Over 30 Division, Level C
- Over 40 Masters Division
- The members may elect a President-Elect who shall serve as an Officer and on the Board of Directors. Should the registration of teams warrant the addition of another division for a season, NUWS will accommodate this need.
- When this happens, another Division Representative will be assigned to represent the interests of this new group.
- The following Officer positions and Division Representative positions shall be elected in even numbered years:
- President-elect (serving one year only)
- Field Operations Manager
- Open Division, Level A
- Open Division, Level C
- Over 30 Division, Level B
- Over 40 Masters Division
- The following Officer positions and Division Representative positions shall be elected in odd numbered years:
- President-elect (serving one year only)
- Judiciary Commissioner
- Open Division, Level B
- Over 30 Division, Level A
- Over 30 Division, Level C
- An individual who is a Director as a result of being an officer of NUWS shall continue to serve as a Director until the adjournment of the Annual General Meeting of the Board of Directors at which his or her successor is elected.
- An individual who is a Director as a result of being a Division Representative of NUWS shall continue to serve as a Director until the adjournment of the Annual General Meeting of the Board of Directors at which his or her successor is elected.
- An individual elected as an Officer or Division Representative will serve a two-year term with the exception of the President-Elect who will serve a one-year term.
- The only exceptions to the term of a position are resignation, removal, or death as stated in Section 7.6 and 7.7.
- A Director may resign at any time upon submitting written notification to the Board of Directors, the President, or the Secretary.
- A resignation is effective when the notice is effective.
- Once submitted, a resignation is irrevocable unless revocation is permitted by the Board of Directors.
- The Board of Directors may revoke the membership on the Board of any individual serving as an Officer or Division Representative only for cause, and only at a meeting of the Board of Directors where the meeting notice states that the purpose, or one of the purposes, of the meeting is removal of such Director. A Director who has been removed shall be given prompt written notice thereof by the Secretary of NUWS.
- A Director who is an Officer or a Division Representative of NUWS may be removed from membership on the Board of Directors if the Director is absent from two consecutive Board of Director Meetings without reasonable excuse or without providing a report for their area of responsibility.
7.8 Vacancies. If a vacancy occurs on the Board of Directors, the Board of Directors shall fill the vacancy until the next Annual General Meeting.
7.9 Quorum. Unless the Articles of Incorporation require a greater number or a lesser number, a quorum of the Board of Directors consists of a majority of the then existing number of Directors provided in Article 7, Section 3.
- Each Board of Director shall have one vote on all matters. If a quorum is present when a vote is taken, the affirmative vote of a majority of Directors present is the act of the Board of Directors, unless the Articles of Incorporation or these Bylaws require the vote of a greater number of Directors.
- No team will have more than two voting individuals on the Board of Directors at any one time.
- No alternates or proxies shall be allowed a vote at any meeting of the Board of Directors.
7.11 Regular Board of Directors Meetings.
- The annual meeting of the Board of Directors shall be held as soon as reasonably possible after the Annual General Meeting but shall not be held later than two weeks after the AGM.
- The President shall call a meeting of the Board of Directors at least once a quarter.
- Notice of Board meetings shall be given in any manner reasonably calculated to inform Board members of the place, date and time of such meetings.
- All Board of Directors and special meetings shall be open to NUWS members.
7.12 Special Board Meetings. Special meetings may be called by the President or a quorum of the Directors. The person or persons authorized to call a special meeting may set the time, date, and place as needed to complete the order of business.
7.13 Telephone Meetings.
- A telephone meeting may be called by the President or a quorum of the Directors if it is deemed necessary to conduct business which can not wait until the next regularly scheduled meeting. If such a meeting is called, the President will conduct a telephone call to each of the Directors stating exactly the issue at hand. The purpose of the telephone meeting is only to vote on a matter which cannot wait until the next regularly scheduled meeting.
- At the next scheduled Board meeting, The President will restate the issue at hand for which the telephone meeting was called and the results of such a meeting.
7.14 Organization of Meetings. At every meeting of the Board of Directors:
- The President, or if the President is absent, then the Vice President, or if the Vice President is absent, then any Director chosen by a majority of the Directors present at the meeting, shall act as chairperson of the meeting.
- The Secretary, or if the Secretary is absent, then any individual chosen by a majority of the Directors present at the meeting, shall act as Secretary of the meeting.
- The acting Secretary shall be responsible for submitting those minutes to all board members and team managers within two weeks of the meeting.
- Meetings will follow an order as guided by Roberts Rules of Order.
7.15 Officers. The Officers shall be responsible for all administrative affairs between Board of Directors meetings. Officers will not be allowed to serve on any NUWS Judicial Committee. A more detailed description of duties are on file with the Secretary.
- The President: Serve as chief officer of NUWS league. Represent organization to all external entities. Lead and facilitate all board activities and members.
- The President-Elect: Serve as back-up to the President. Manages all logistics in relation to scheduling and referee matters.
- The Vice-President: In absence of the President, shall succeed in all powers as granted to the President. Shall oversee the work of all standing committees and will be Ex-officio and voting member of all committees. Shall be responsible for maintenance and storage of all physical property of NUWS.
- The Secretary: Attend to and safeguard all board correspondence. Record and distribute minutes of all Board of Directors and special meetings.
- The Treasurer: Maintain league finances and accounts.
- The Statistician: Keep league statistics up-to-date, accurate and available. Compile information to process end-of-season payments and fines.
- The Field Operations Manager: Ensure league has the highest quantity and quality of fields necessary to sustain the league and interested teams.
7.16 Division Representatives. The Division Representatives shall be responsible for the following duties. Division Representatives will not be allowed to serve on any NUWS Judicial Committee. A more detailed description of duties is on file with the Secretary.
- Act as liaison between the Board of Directors and the team managers in the Division they are representing.
- Assist the Board of Directors in enforcing policies and procedures set forth by the Board of Directors.
7.17 Standing Committees or Positions.
- The following standing committees, which shall not be committees of the Board of Directors, shall exist at all times and shall assist the Board of Directors in their designated areas:
- The Bylaws and Rules committee shall consist of a chairperson who may appoint others to the committee. The committee shall review the Bylaws and Rules of NUWS and any suggested amendments or additions, and submit proposed amendments at the Annual General Meeting. The Committee shall ensure that the Bylaws and Rules of NUWS comply with those of soccer associations or federations with whom NUWS is affiliated.
- The Nominating Committee shall consist of a chairperson who may appoint others to the committee. This committee shall present for election at the Annual General Meeting names of nominees for Officers and Division Representatives.3/30/03
- The Tournament Committee shall have responsibility for any tournaments authorized by the NUWS Board of Directors. Their responsibilities shall include, but not be limited to, the following:
- obtain approval/sanction of OASA
- arrange for sponsorship and publicity
- send out proper notice to potential entrants
- arrange for officials
- formulate special rules where appropriate
- provide participating teams with notice of their acceptance, tournament rules and schedules
- set and collect fees
- make arrangements for all necessary equipment, supplies and support as required for staging quality tournaments
- The Development/Player Agent Committee shall consist of a chairperson who may appoint others to the committee. This committee will be responsible for overseeing development planning for the league, recruiting players at least from high schools, colleges, and other possible avenues. Attending development seminars and/or conferences when appropriate, assisting new players to the league in finding a team, assisting teams in need of players to find players, and organizing new teams of brand new players as necessary. Act as representative with affiliated Leagues and Associations relating to soccer development.
- The President shall appoint the chairperson of each standing committee within 30 days following the AGM and the standing committee will continue for one full year, and the chairperson shall appoint the other members, if any, to her or his committee.
- The standing committees shall hold meetings on a periodic basis, as deemed necessary by their respective chairperson. Minutes of the meetings of the standing committees shall be submitted to the Board of Directors for review and ratification.
- The following appointed positions, which shall not be any member of the Board of Directors, shall exist at all times and shall assist the Board of Directors in their designated areas:
- The Judiciary Commissioner shall have the power to penalize member teams or individuals. Penalties may consist of fines, warnings, loss of points, suspensions, or temporary or permanent exclusion from activities of NUWS.
- The Commissioner will adjudicate all disciplinary matters referred to her by NUWS. She will be guided by the Bylaws and Rules of NUWS, and by the rules of any soccer associations and federations with whom NUWS is affiliated.
- All decisions by the Commissioner are directly appealable to a Committee appointed by the Commissioner, which shall consist of the Commissioner and three other members. Decisions by the Committee may be appealed to the Board of Directors. Therefore, no Board of Directors Member shall serve on the Committee.
- The appeal process is clearly stated in its entirety in Rule 9 of the current NUWS Rules.
- The Commissioner shall maintain a record, by player, of player’s offenses and any suspensions or disciplinary actions against players and teams. The Commissioner shall report to the Board of Directors on the record and make it available to the Committee.
- The President shall appoint the Judiciary Commissioner within 30 days following the AGM for a term of one (1) full year.
7.18 Code of Conduct for Directors.
- All Officers, Division Representatives, and persons in an appointed position shall conduct themselves in a manner appropriate for their position on the Board of Directors, including:
- Remove themselves or not participate on a committee where a Judiciary matter arise in which they are an individual member of the team in which a judiciary matter needs resolution.
- Abstain from voting on a matter which reflects a conflict of interest in regard to a team in which they are a member or a family member is a member.
- Will not serve on any other affiliated league or association judiciary matter in which they are directly or indirectly related to any of the parties involved in the incident under appeal.
ARTICLE 8: MEMBERSHIP
8.1 Class. There will be two classes of members.
8.2 Definition. Members shall be 1) teams which have paid the team affiliation fee for the seasonal year and 2) individuals who are registered players with NUWS. Member teams, but not member individuals, shall have the right to cast one (1) vote on all matters at the AGM or any special meeting. In all other respects, the two classes of members shall have equal rights under these Bylaws.
8.3 Forfeiture of Fees. Any team withdrawing or being expelled from NUWS may, at the discretion of the Board of Directors, forfeit all fees paid to NUWS.
ARTICLE 9: DUTIES AND RIGHTS OF MEMBERS
- Any member has the right to attend all Board of Directors and special meetings.
- Any member may call a special meeting by presenting to the Secretary a petition for such a meeting signed by 25 percent (25%) of its class of members. Members shall be mailed notice in writing of such a meeting at least 14 days in advance of the meeting.
9.2 Voting. Each member team shall be entitled to one vote at the Annual General Meeting or special meeting. A team manager shall be authorized to vote for her or his team unless the manager delegates that right to another person.
9.3 Bylaw and Rule Changes. Any member may propose Bylaw and Rule changes for consideration at the Annual General Meeting.
9.4 Inspection of Records. Any member may inspect all NUWS records at reasonable times. To do so, such member must give written notice at least 7 days in advance to the Secretary.
9.5 Removal of Board of Directors Member. Any member may remove from office any Officer or Division Representative. A two-thirds vote of such members within their class shall be required to remove an Officer or Division Representative.
9.6 Expulsion of Team or Individual. A motion for expulsion of a team or individual shall only be for cause and shall require the approval of two-thirds of all votes cast at a special meeting or Annual General Meeting. The affected team or individual shall receive written notice of the nature of such meeting and the reasons for expulsion at least 14 days prior to such meeting, and shall have the right to be heard at such meeting.
ARTICLE 10: ANNUAL GENERAL MEETING/SPECIAL MEETINGS
10.1 Notice. Notice of the Annual General Meeting and all special meetings shall be announced to all Directors and member teams by the Secretary at least 14 days prior to the date of the meeting, together with the agenda and proposed amendments and/or additions to the Bylaws and/or Rules.
10.2 Organization of Meetings. Meetings will follow an order as guided by Roberts Rules of Order.
10.3 Validation of Voting Members. The team representative needs to be validated for voting purposes prior to the start of the proposed Bylaw and Rule changes as stated in the agenda which follows.
10.4 AGM Agenda. The Annual General Meeting will be held in March with the following order of business:
- Call to Order
- President’s Report
- Treasurer’s Report
- Standing Committee Reports
- Other Reports
- Validation of Voting Members
- Bylaws and Rule Change Proposals
- Appointment of Elections Chairperson
- Election of Officers and Division Representatives
- Discharge of Board of Directors
- Close of Meeting
10.5 Proposed Bylaw and Rule Changes. Proposed Bylaw and Rule changes shall be submitted to the Secretary at least 28 days before the Annual General Meeting. The member teams may waive this requirement for Rule changes.
10.6 Quorum. A quorum shall consist of a majority of the persons eligible to vote at the time of the Annual General Meeting or special meeting.
- Each Officer, Division Representative and member teams shall have one vote at the Annual General Meeting and special meetings.
- Proposed Bylaw changes may be effected by a simple majority of votes cast by members present. Proposed Rule changes may be effected by a simple majority of votes cast by members present. Temporary Bylaws and Rules may be adopted throughout the year prior to the AGM but will need to be voted on at the next AGM to permanently effect them into the Bylaws and Rules. Elections will be determined by a simple majority of votes cast by members present.
- All Bylaw and Rule changes adopted by following the above voting procedures during an AGM will be effective the first of the month immediately following the AGM in which they were effected.
10.8 Elections. Individuals may be elected as Officers or Division Representatives only if they are personally present at the Annual General Meeting, or submit written consent to be nominated with the Secretary prior to the election.
10.9 Special Meeting. A special meeting which results from petition by any member to the Secretary in accordance with Article 7, section 12, shall be held within 30 days of the date the petition was presented to the Secretary.
ARTICLE 11: LIMITATION OF LIABILITY
To the fullest extent authorized by law, the personal liability of each director of the corporation and each uncompensated officer of the corporation to the corporation for monetary damages for conduct as a director or officer shall be eliminated.
ARTICLE 12: INDEMNITY
To the fullest extent authorized by law, the Board of Directors of the corporation, acting on behalf of the corporation, may indemnify or advance costs of defense, or commit the corporation to indemnify or advance costs of defense in the future, to any person who is made, or threatened to be made, a party to any action, suit or proceeding, whether civil criminal, administrative, investigative or otherwise (including an action suit or proceeding by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to any employee benefit plan of the corporation, or serves or served at the request of the corporation as a director, officer, partner, trustee, agent or employee, or fiduciary of an employee benefit plan, of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. In exercising the authority granted by the Article, the Board of Directors may choose, on the corporation’s behalf, to utilize the procedures provided in the Oregon Nonprofit Corporation Act, prescribe other approval processes or eliminate any procedures for specific finds or further approval in the individual matter. This Article shall not be deemed exclusive of any other provision for indemnification of directors, officers, fiduciaries, employees, or agents that may be included in any statute, bylaw, resolution of the Board of Directors, agreement or otherwise, either as to action in any official capacity or action in another capacity while holding office.
ARTICLE 13: ACTION WITHOUT A MEETING
Any action required to be taken or which may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the directors entitled to vote; and such consent shall have the same force and effect as the unanimous vote of such directors.
ARTICLE 14: AMENDMENTS
14.1 AGM. All amendments or changes to these Bylaws may be effected at the Annual General Meeting by not less than a two-thirds vote of voters present as set forth in Article 10 Section 6(b).
14.2 Special Meeting. Amendments or changes may also be made to these Bylaws by not less than a two-thirds vote of voters present at a special meeting called for that purpose.
14.3 Notification. The Secretary shall notify all member teams and the Board of Directors of proposed amendments or changes in writing at least 14 days prior to the meeting.
ARTICLE 15: APPEALS
15.1 Scope. Any member team or individual shall have the right to appeal to the Board of Directors any final decision of the Judiciary Commissioner, Board of Directors, or Judicial Committee appointed by the Judiciary Commissioner to resolve a dispute or hear a disciplinary, or other matter. Any decision made by the Judiciary Commissioner, the Judicial Committee, or the Board of Directors, including any associated suspension or other punishment, shall remain in effect during the pendency of the appeal.
15.2 Procedure. An appeal must be made in writing (briefly describing the matter and the basis of the appeal), directed to the President and Judiciary Commissioner of the Board of Directors. The appeal must be received by the President and Judiciary Commissioner within ten (10) days of receipt by the appellant of written notification of the decision which is being appealed accompanied by the appropriate fee as stated in Rule 9 of the current NUWS Rules. The complete appeal process is stated clearly in its entirety in Rule 9 of the current NUWS Rules.
15.3 Hearing an Appeal.
- If the procedures set forth in Section 15.2 and Rule 9 of the current NUWS Rules have been followed, the appeal shall be heard at the next meeting of the Board of Directors. There shall be no obligation to call a special meeting of the Board of Directors for this purpose. Subject to the rules of proceeding established by the Board of Directors, the appellant may present written or oral testimony about the decision being appealed, as may the appellee. The hearing shall be informal and the rules of evidence shall not be followed, and the proceedings shall not be recorded unless the Board of Directors so determines.
- If the Board of Directors deems it necessary, a special meeting may be called to hear an appeal.
15.4 Decision. The Board of Directors shall decide the appeal by majority vote and shall notify the appellant and the appellee of the decision in writing within a reasonable time thereafter.
15.5 Further Appeals. Following the decision of the Board of Directors, the losing party may appeal the decision in the manner provided in the rules and procedures of OASA and USSF.
15.6 Exclusive Remedy. No member team, individual, or other entity may invoke the aid of the courts of any state or the United States without first exhausting all available remedies within the League, the OASA, and the USSF. For violating the preceding sentence, the offending party shall be liable to the League and its Directors and Officers for all expenses incurred in defending each court action, including but not limited to (a) court costs, (b) reasonable attorney fees at trial or on appeal, (c) reasonable compensation for time spent by the League Directors, Officers and employees in responding to and defending against allegations in the action, including responses to discovery requests and court appearances, and (d) reasonable travel expenses.
ARTICLE 16: NOTICE
16.1 Written Notice. Notice shall be in writing unless oral notice is specifically permitted under the circumstances by the Articles of Incorporation or these Bylaws.
16.2 Methods of Notice. Notice may be communicated in person, by telephone, or other form of wire or wireless communication or by mail or private carrier.
16.3 When Notice Effective.
- Oral notice is effective when communicated if communicated in a comprehensible manner.
- Written notice, if in a comprehensible form, is effective at the earliest of the following:
- When received;
- Five (5) days after its postmark, if mailed by United States mail correctly addressed and with first class postage affixed; or the date the email was sent (proof of return receipt required); or
- On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.