The Manhattan Soccer Club Bylaws are available in PDF format by clicking here.
BYLAWS OF THE MANHATTAN SOCCER CLUB, INC.
(Formed Under the New York Not-For-Profit Corporation Law)
ARTICLE I -- MEMBERSHIP
- The members of the Club are the teams formed by the Club or accepted for membership in the Club.
- All soccer travel teams which were members of the unincorporated predecessor of the Manhattan Soccer Club, Inc. ("M.S.C." or "Club") on the date of the Club's incorporation shall be deemed members of the M.S.C. as of that day.
- Each team must be based in the borough of Manhattan in New York City, except as otherwise provided in Article I, paragraph 5 below.
- The Club may admit teams as members from outside the borough of Manhattan on a showing of good cause, provided they are not currently under suspension or have had charges filed against them by any organization affiliated with A.Y.S.O., the E.N.Y.Y.S.A., Inc. or the U.S.Y.S.A., Inc.
- Each team upon becoming a member of the Club shall receive and disseminate a copy of the Bylaws and Rules and Regulations of the Club.
- The Board of Directors may, at its discretion, fine, suspend or expel a team from membership, or require a team to exclude any individual if: a) the team willfully refuses or neglects to fulfill any of its obligations as a member, or willfully violates any of the provisions of the Bylaws or Rules and Regulations of the Club; or b) an individual affiliated with the team commits any act which is inconsistent with the Rules & Regulations of the Club or the principles and standards of good sportsmanship and fair play. Such action shall require a two-thirds vote of the Board of Directors. A member or affiliated individual shall appear before the Board of Directors and have an opportunity to show cause why such action should not be taken.
- The Board of Directors, by majority vote, may reinstate a member team or affiliated individual that has been suspended or expelled from the Club.
- Members shall pay an annual fee and such other fees, dues or assessments as the Board of Directors shall from time to time impose.
ARTICLE II -- MEETINGS OF MEMBERS
There shall be an Annual General Meeting of members each year in June . The date for this meeting will be determined by the Board of Directors and notification of same and a proposed agenda shall be given member teams at least fifteen (15) days in advance.
Special General Meetings may be called by the President or upon request of a majority of the Board of Directors or by petition of twenty-five (25) percent of the member teams. The President, when so directed, shall schedule said meeting within two (2) weeks following receipt of such petition, and shall give member teams at least five (5) days prior notice of the Special General Meeting.
Members which fail to have a representative present at such Annual General Meeting, Annual Special Meeting or Special Meeting shall be subject to such fine or penalty as the Board of Directors shall from time to time provide.
A majority of those voting, a quorum being present, shall be required for passage of motions at Annual General Meetings or Special General Meetings, unless applicable law, these Bylaws or the Club's Certificate of Incorporation specifically provide otherwise.
Fifty (50) percent of the voting power of the Club shall constitute a quorum for the transaction of business at Annual General Meetings, Annual Special Meetings, and Special General Meetings.
Each team that is a member of the Club, in good standing, shall have one vote. A member's vote may be cast by the authorized representative of that member present at the Annual General Meeting, Annual Special Meeting or Special General Meeting. The initial authorized representative shall be recommended by the team and approved by the Board. Subsequently, the representative shall be appointed by the team. Disputes as to the authorized representative will be resolved by the Board.
Only one authorized representative of each member (or an appointed alternate, the appointment of whom shall be in writing) shall have the right to vote at Annual General, Annual Special and Special General Meetings of members. The Secretary must be notified of permanent changes in the authorized representative in writing at least seven (7) days in advance of the effective date of such changes. So that no member might be deprived of the power to vote, and provided no challenge is made from the floor by a representative of the same member, the President may at his discretion accept an individual in attendance as the alternate authorized representative for that meeting with full voting power for said member. No authorized representative or alternate authorized representative shall be permitted to vote at the Annual General Meeting unless all of that member's debts are paid.
ARTICLE III -- DIRECTORS
1. The business and affairs of the Club shall be conducted and managed by the Board of Directors.
The number of directors constituting the entire Board of Directors after the first Annual General
Meeting in January 1997 shall be eleven (11). One Director shall be selected by the West Side
Soccer League (AYSO Region 611), eight (9) directors shall be elected as provided below and
one (1) officer shall be elected by the above ten (10) Directors as an ex officio member of the
Board. If the Board elects as treasurer an individual who was not elected to the Board then that
individual shall become an ex officio member of the Board. If the treasurer is an elected member
of the Board, the Board will elect another officer to be an ex officio member of the Board.
2. The initial Directors shall be the three persons named in the Certificate of Incorporation. The
initial Directors shall have the right, but not the obligation, to select four additional directors. The
initial Directors and any additional directors they select shall serve until the first Annual General
Meeting. Each director shall be at least eighteen years of age. Directors, including the initial
Directors, may be elected to any number of consecutive terms.
3. Commencing with the second Annual General Meeting in January 1998, the total number of
Directors that will be elected by the members to constitute the Board may be increased or
decreased (but never to less than five), as shall be decided by the Board of Directors from time to
time by a majority vote.
4. The members of the Board of Directors shall be elected by the member teams by written, secret
ballots at the Annual General Meeting. Prior to the Annual General Meeting, the Board of
Directors shall have the obligation to establish a nominating procedure that results in a list of
candidates for the Board being sent to the membership at least fifteen (15) days in advance.
Individuals not on the list of candidates may be nominated at the Annual General Meeting. Each
member team may cast votes for as many different individuals as there are directors to be elected.
Ballots shall include space for write-ins. Those elected will assume office upon the adjournment of
the Annual General Meeting. Incumbent directors and officers shall not be entitled to vote in the
election of directors at the Annual General Meeting unless they are the authorized representative
of a member team to the Annual General Meeting.
5. The Board of Directors shall meet at least four (4) times a year on a date and time determined
by said Board of Directors. Directors may attend a Board meeting by telephonic or similar
equipment by means of which all persons participating in the Board meeting can hear each other.
6. Each director, in good standing, shall have one vote. Only directors may make motions, second
motions and vote at meetings of the Board of Directors.
7. A quorum shall exist when a majority of the Directors is present at a Board of Directors
8. A majority of those voting, a quorum being present, shall be required for passage of motions at
a Board of Directors Meeting, unless a 2/3 vote is specifically required by these Bylaws, the
Certificate of Incorporation or applicable law.
9. No member team may have more than two directors on the Board of Directors. A candidate for
election to the Board of Directors must be an individual who is a) affiliated with a team that is a
member of the Club or b) an individual who was affiliated with a member team of the Club or its
unincorporated predecessor for at least five (5) years.
10. Members of the Board of Directors shall be elected for a period of one (1) year, or until their
successors have been duly elected and qualified; except, however, the immediate past President of
the Club shall become an ex-officio member of the Board with a vote for one year.
11. A member of the Board of Directors may be granted permission, by the President, to be
absent from a scheduled meeting.
12. Any member of the Board of Directors being absent from three (3) successive meetings,
without adequate reason, or permission from the President, who fails to discharge his/her duties,
as outlined in the description of the duties and powers of the Club Officers, or who engages in
conduct prejudicial to the best interests of the Club, may have his/her office, as a director,
declared vacant by a two-thirds vote of the Board of Directors. Any director may resign at any
time by giving written notice to the President. Such resignation shall take effect at the time
13. In the event the Board of Directors declares any directorship vacant or in the event of any
resignation of a director, the remaining directors, by a majority vote, may appoint a person to
occupy the position of the vacant directorship, until the next Annual General Meeting.
14. Honorary directorship may be conferred by the Board of Directors on any person who shall
have rendered notable service to the Club. Any honorary director shall have none of the
obligations of membership in the Club, but shall be entitled to all of the privileges, except those of
making motions, of voting and of holding office.
15. The Club's representative to any league or other organization shall be appointed by the Board.
ARTICLE IV -- CLUB OFFICERS
1. The officers of the Club shall consist of the President, First Vice President, Second Vice
President, the Registrar, Head Coach, Secretary, Treasurer and such other officers as the Board
of Directors may determine from time to time.
2. Following the close of the Annual General Meeting, and prior to the first of July, the Board of
Directors shall elect from their membership the following Club Officers: the President, First Vice
President, Second Vice President, and Secretary. These officers shall serve one year terms
commencing on the date of their election. The Treasurer, Registrar and Head Coach shall be
elected and shall serve until their successors are elected, but they need not be elected from the
membership of the Board of Directors.
3. The duties and powers of Club Officers are:
The President shall be the principal executive officer of the Club, preside over meetings of the
Board of Directors and of the members; and, with the approval of the Board, appoint or permit
the election of members of the standing and special committees, and be ex-officio, a member of all
committees. He/she shall have the responsibility for the general management of the affairs of the
Club and shall see that all orders and resolutions duly passed by the Board of Directors or the
membership are carried into effect.
FIRST VICE PRESIDENT
During the absence or disability of the President, the First Vice President shall have all the powers
and functions of the President. He/she shall be responsible for those functions assigned to him/her
by the Board of Directors or the President.
SECOND VICE PRESIDENT
During the absence or disability of the President and the First Vice President, the Second Vice
President shall have all the powers and functions of the President. He/she shall be responsible for
the functions assigned to him/her by the Board of Directors or the President.
The Secretary shall: be custodian of the corporate records, attend to all correspondence received
by the Club and shall draft communications from it as directed by the Board; send reports, notices
and agenda of all meetings of the Board and the Club to the proper persons, and shall keep a
complete list of all members and their authorized representatives; record the minutes of all
meetings of the Board of Directors and of meetings of members; be responsible for the counting
and certification of all ballots cast by the general membership; prepare copies of the minutes and
maintain a complete reference file of same; distribute to the membership the Club Rules and
Regulations as the Board of Directors may direct from time to time; and draft and prepare for
distribution, to the membership, any and all written materials, as the Board of Directors may
direct from time to time.
The Treasurer shall be the officer responsible for Club finances. In performing this function, the
Treasurer shall be the administrator of the Club's checking and savings accounts. As the
administrator and custodian of the Club's account, the Treasurer:
a) shall prepare semi-annual financial statements for distribution to the members of the Club.
b) shall keep accurate and complete records of all financial transactions in accordance with
generally accepted accounting principles.
c) shall enforce Club rules and procedures regarding fiscal matters.
d) shall expend and deposit monies as directed by the Board of Directors.
The Treasurer shall perform additional functions relative to his/her general responsibility for
finances, such as developing Club or financial reports as directed by the Board of Directors and as
required by state and/or federal regulations, and making available to the auditor(s) all fiscal
information requested. The Treasurer shall be responsible for filing of tax returns and tax
The Head Coach shall be responsible for the specific coaching functions assigned to him/her by
the Board of Directors.
The Registrar shall be responsible for player registration and such other functions assigned to
him/her by the Board of Directors.
ARTICLE V -- COMMITTEES
1. The Board of Directors may, at its discretion, establish standing committees and ad hoc
committees to perform functions as the Board may designate.
2. Standing and ad hoc committees may have members who are not on the Board of Directors.
The Board will appoint the Chairpersons of all committees.
3. The Board of Directors has the right to reject or accept any proposal, plan, request, suggestion
and recommendation submitted by any standing or ad hoc committee.
4. Any member of a committee may be removed for any or no cause by a majority vote of the
Board of Directors.
ARTICLE VI --AMENDMENTS
1. Amendments to the Bylaws or Rules & Regulations may be proposed by the Board or by an
authorized representative of a member. Amendments proposed by the Board will be circulated
with the meeting notice. Amendments proposed by a member must be received by the Secretary
no later than five (5) days after the notice of the meeting and will be circulated to the members by
the Secretary as soon as possible.
2. Amendments to the Bylaws may be made only at the June Annual General Meeting by a twothirds
majority vote of the votes cast, a quorum being present.
3. Amendments to the Rules and Regulations may be made at any General Meeting by a twothirds
majority vote of the votes cast, a quorum being present.
ARTICLE VII -- CONTRACTS, CHECKS, DEPOSITS AND GIFTS
1. The Board of Directors may authorize any officer or director of the Club, in addition to the
officers so authorized by these Bylaws, to enter into any contract or execute and deliver any
instrument in the name of and behalf of the Club and such authority may be general or confined to
2. All checks or payment of money in the name of the Club shall be signed by such director or
officer and in such manner as shall from time to time be determined by resolution of the Board of
Directors. The President or the Treasurer shall always be a signatory on any accounts maintained
by the Club.
3. All funds of the Club shall be deposited from time to time by the Treasurer to the credit of the
Club in such banks, trust companies, or other depositories as the Board of Directors may select.
4. The Board of Directors may accept on behalf of the Club any contribution, gift, bequest or
devise for the general purposes, or for any special purpose of the Club.
ARTICLE VIII -- INDEMNIFICATIONS
1. Any person made or threatened to be made a party to any action or proceeding, whether civil
or criminal, by reason of the fact that such person is or was a director or officer of the Club, or
serves or served in any other capacity at the request of the Club, shall be indemnified by the Club
against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney's
fees, and the Club may advance such person's related expenses to the full extent permitted by law.
The Club shall have the power to purchase and maintain insurance to indemnify the Club, its
directors and officers, to the full extent such indemnification is permitted by law. For the
foregoing indemnity to apply the person seeking indemnification shall have acted in good faith and
in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the
ARTICLE IX -- FISCAL YEAR
1. The fiscal year of the Club shall be determined by the Board of Directors.
ARTICLE X -- BOOKS AND RECORDS
1. The Club shall keep correct and complete books and records of account and shall also keep
minutes of the proceedings of its Board of Directors and committees, and shall keep at its office, a
list of record containing the names and addresses of all its directors, officers and members.
ARTICLE XI -- MERGER, CONSOLIDATION AND DISSOLUTION
1. Any decision to dissolve the Club or merge or consolidate the Club with another not-for-profit
corporation shall require, in addition to any approval required by law, both (a) the affirmative vote
of not less than two-thirds of the total number of directors and (b) the affirmative vote of not less
than two-thirds of the total number of members.
2. In the event the Club is dissolved, all of the funds remaining in its treasury, after the payment of
all of its obligations, will be transferred in accordance with the Certificate of Incorporation to
another organization duly qualified as a not-for-profit corporation and if qualified, a corporation
accepted under Section 501(c)(3) of the Internal Revenue Code.
ARTICLE XII -- TAX EXEMPTION
1. The Club intends to obtain tax exempt status under Section 501(c)(3) of the Internal Revenue
Code. Whenever any provision contained herein may not be acceptable to the Internal Revenue
Service, to protect the tax exempt status of the Club, said provision shall be deemed null and void
or shall be amended in accordance with acceptability by the Internal Revenue Service.
ARTICLE XIII -- DIRECTOR/OFFICER LIABILITY
1. The officers and directors of the Club shall not be individually liable for the Club's debts or
other liabilities and the private property of such individuals shall be exempt from any corporate
debts or liabilities.