BY-LAWS OF NEW CANAAN FOOTBALL CLUB, INC.
ARTICLE I PURPOSE AND POLICIES
Section 1. Name. The name of the corporation is New Canaan Football Club, Inc. and it may be referred to in these By-laws and in any rules and regulations of the corporation as the Association.
Section 2. Purpose. The Association is organized and shall be operated to encourage and promote the sport of soccer, to provide soccer instruction and education to individuals of various skill levels who are primarily residents of the Town of New Canaan, and to engage in any lawful act or activity for which non-stock corporations may be formed under Chapter 600 of the General Statutes of the State of Connecticut.
Section 3. Non-Profit. The Association shall conduct its affairs as a non-profit organization and to that end it shall apply for and maintain qualification as an organization exempt from federal income taxes and shall not engage in any act or activity which is not permitted to such exempt organizations. No part of the net earnings of the Association shall inure to the benefit of any member, Director or Officer of the Association, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Association, as approved by the Board), and no member, Director or Officer of the Association or any private individual shall be entitled to share in the distribution of any of the Association's assets on dissolution of the Association.
ARTICLE II BOARD OF DIRECTORS
Section 1. Duties. The Board of Directors shall manage all of the activities, property and affairs of the Association. Directors are expected to attend most meetings, to receive materials, and to be informed of issues discussed at meetings from which they were absent.
Section 2. Composition and Qualification. The Directors shall be residents of New Canaan who are over 18 years of age, unless otherwise approved by a majority of Directors. The number of Directors constituting the entire Board of Directors shall be not less than nine nor more than twenty Directors. The Board of Directors will endeavor to include persons in the following positions as members of the Board:
President
Vice-President
Treasurer
Secretary
And any and all other roles deemed necessary by the Board.
Other Directors may be appointed by a majority of the Board, except that the Board may not consist of more than twenty Directors. A Director may hold more than one position.
Section 3. Directors’ Terms. Each Director shall be elected for a term of three years and shall serve until the completion of his/her term, or until he or she provides notice to the President of his/her resignation. A Director who has completed a three-year term will automatically accede to an additional three-year term, unless such Director provides notice to the President of his/her resignation.
Section 4. Removal. A Director can be removed from the Board of Directors at any time upon a vote of two-thirds of the Board of Directors.
Section 4A. Nominating Committee. There shall be a standing Nominating Committee which shall consist of the President, the Vice-President and a third Director to be appointed by the President. The Nominating Committee may propose to the Board the election of a Director at any time.
Section 5. Vacancies. If a vacancy occurs, it shall be filled as soon as is practicable after the vacancy occurs.
Section 6. Quorum. A majority of the Directors shall constitute a quorum for the transaction of business.
Section 7. Meetings. An Annual Meeting of the Board of Directors shall be held by the 31st day of May each year (which date may be extended by a majority vote of Directors) within or near the Town of New Canaan, at the discretion of the President. Other meetings may be held at any time at the discretion of the President. Notice of such meetings shall be given to each Director no less than three days before a meeting, provided however that meetings may be called upon fewer than three days’ notice if a majority of Directors waives the notice requirement. Such notice need not specify the business to be conducted at any such meeting. The President may solicit binding votes from members of the Board by any reasonable means. Votes are to be recorded by the Secretary, and a description of the results of the voting should be included in the minutes of the subsequent Board meeting.
Section 8. Committees. The Board of Directors may, by resolution adopted by a majority of the Directors, designate two or more Directors to constitute an executive committee, of which one Director must be the President, which shall have, and may exercise, such authority of the Board of Directors as shall be specified by resolution of the Board. The Board may similarly appoint additional committees from time to time, with duties and responsibilities to be assigned to such committees by resolutions of the Board.
ARTICLE III OFFICERS
Section 1. Officers and Their Appointment. The Officers of the Association shall consist of a President, a Vice President, a Treasurer and a Secretary, who shall be put forward by the Nominating Committee and elected by a majority of the Board of Directors. The Board of Directors may also appoint by resolution any other Officers which it may deem necessary. The Board of Directors may remove any Officer, with or without cause, upon the affirmative vote of a majority of the directors. The term of office for all Officers shall be one year, but an officer may be re-elected by the Directors at the expiration of his or her term.
Section 2. President. The President shall preside at all meetings of the Board of Directors. He or she shall have general supervisory authority over the affairs of the Association, shall be authorized to sign or countersign all contracts or other instruments of the Association as are authorized by the Board of Directors, shall make reports to the Board of Directors, and shall perform such other duties as are required of him or her by the Board of Directors.
Section 3. Vice-President. The Vice-President shall perform, in the absence of the President or in the event of his or her death, inability or refusal to act, the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall assist the President in conducting the affairs of the Association.
Section 4. Treasurer. The Treasurer shall be responsible for all funds of the Association, including the receipt of funds, the deposit of funds in depositories, and the disbursement of funds in accordance with financial controls established from time to time by the Association. The Treasurer is authorized to retain professionals to assist him/her in the performance of his/her duties respecting the maintenance of the Association’s books. Negotiable instruments drawn on the Association’s accounts may be executed by the President, the Vice-President or the Treasurer. The Board may also consent to the execution of such negotiable instruments by professionals retained to assist the Treasurer with respect to the maintenance of the Association’s books.
Section 5. Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors, give notices as required, keep the corporate records, and perform such other duties as may from time to time be assigned by the President or by the Board of Directors.
Section 6. Duties of Other Officers. Any other Officers appointed by the Board of Directors shall perform such duties and assume such responsibilities as are assigned by resolution of the Board of Directors or the President.
Section 7. Absence or Disability of an Officer. In case of the absence or disability of any Officer of the Association or of any person hereby authorized to act in his or her place during such period of absence or disability, the Board of Directors may delegate the powers and duties of such Officer to any other.
Section 8. More than One Office. An Officer may hold more than one office with the consent of a Majority of the Board of Directors.
ARTICLE IV MISCELLANEOUS
Section 1. Indemnification. In addition to such indemnity as is required by law, the Association shall indemnify all of its Officers and Directors, whether or not then in office (and their executors, administrators and heirs), to the fullest extent permitted by law for all acts or omissions concerning the corporation, except the Association will not so indemnify such persons for acts constituting intentional misconduct or gross negligence. The Association shall maintain Non-Profit Director and Officer Liability coverage with a minimum coverage amount of $2 million.
Section 2. Claims Against the Association. If any member of the Association asserts a claim or brings a lawsuit against the Association, or against any Officer or member of the Board of Directors, which claim or lawsuit relates to the activities of the Association, the President may, at his or her discretion, suspend the membership of any such claimant until such time as the claim or lawsuit is fully and finally resolved.
Section 3. Amendments. These By-laws may be amended or repealed by the affirmative vote of two-thirds of the Directors present at the Annual Meeting or at any meeting where a quorum is present, provided that the notice of such meeting contains a summary of such amendment or amendments.
Section 4. Fiscal Year. The Association's fiscal year will end on June 30 of each year.