EL CERRITO FUTBOL CLUB, INC.

A California Nonprofit Public Benefit Corporation

BYLAWS

(Approved by Annual General Meeting - November 2012)

ARTICLE 1

Name and Service Area

a. The name of this corporation is EL CERRITO FUTBOL CLUB, INC., (hereinafter referred to as the “ECFC”).

b. The ECFC serves youth of the City of El Cerrito and surrounding areas and schools.

ARTICLE 2

Purpose and Nonprofit Status

a. The purpose of the ECFC is to develop, promote, and administer the game of soccer among youth (boys and girls under the age of 19) without regard to race, creed, sex or ability within the City of El Cerrito.

b. The ECFC shall be nonprofit and nonpartisan in its operation. No substantial part of the activities of the ECFC shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation. The ECFC shall not participate or intervene in any political campaign on behalf of any candidate for public office or against any measure being submitted to the people for a vote.

ARTICLE 3

Affiliation

a. The ECFC may affiliate with other regional soccer leagues and registering bodies for the purpose of organizing the playing and promotion of youth soccer.. They are henceforth referred to as ‘Affiliated Leagues’ or ‘the League’.

ARTICLE 4

Bylaws and Authorities

a. The ECFC is governed by these Bylaws.

b. The governing authority of the ECFC shall be its Board of Directors, whose powers and responsibilities are described in these Bylaws. All member teams, which include their players, coaches, parents, and guardians, referees, and the ECFC Board of Directors shall abide by these Bylaws, the Laws of the Game, and the regulations of the ECFC as set forth by the Board of Directors, and all applicable rules and regulations of the associations with which the ECFC is affiliated.

ARTICLE 5

Membership/Votes

a. Membership: Membership shall be open to any participant in activities of the ECFC.

1. Each registered player’s family shall be members of the ECFC. Coaches, Assistant Coaches, Coordinators, Non-paid Volunteers, and the elected and appointed Board of Directors shall be members of the ECFC.

2. Membership shall be for a period of one year, concurrent with the seasonal year beginning August 1 through July 31. Insurance shall be for the same period.

b. Votes at the Annual General Meeting.

1. Each player’s family or player shall be entitled to one vote, provided that a family having more than one member shall be entitled to the number of votes as it has registered players.

2. Each Coach, Assistant Coach, and ECFC member as described in Section (a.) above shall be entitled to one vote, unless they have been entitled to a vote under section (b.1.) above.

3. Voting by members must be in person. There shall be no proxy votes.

c. Rights. The rights of membership shall be to: 1) elect the Officers of the ECFC and to vote at its Annual or Special General Meetings; 2) to present motions at The Annual General Meeting or Special General meetings; and 3) to attend general meetings of the Board of Directors.

d. General Meetings of the Board of Directors.

1. There shall be an Annual General Meeting where elections of board members shall be held.

2. Special General Meetings may be called by a majority vote of the legal votes cast of the Board of Directors.

3. All General Meetings will be announced at least twenty eight (28) days prior to the Meeting.

4. Voting at Monthly General Meetings shall be by the elected board, appointed board members, and the head coach of each team or the appointed proxy for a team. Regular club members may not vote at general board meetings.

5. Motions and discussion items shall be presented by voting members as described in item 4 above at the general meeting. At the president’s discretion, other persons may be invited to speak or granted permission to speak.

ARTICLE 6

Registration, Fiscal Year, Dues and Fees

a. Registration. All applications for player membership in the ECFC shall be submitted annually with the appropriate fees. Accompanying the appropriate fees shall be the following documents:

1. Properly completed registration form(s) for each player, prepared in accordance with current registration requirements and procedures for the league to which the team will register.

2. Upon initial registration of each player and when a player is being credentialed for a District stamp for tournament play proof of place and date of birth.

b. Fiscal Year. The fiscal year of the ECFC shall be determined by the Board of Directors.

c. Dues and Fees. The ECFC shall charge such dues and other fees for participation in its program as shall be established by the Board of Directors.

ARTICLE 7

Selection of the Board of Directors

a. Elected Officers. The elected Board Officers shall consist of the following: President, Vice President, Treasurer, Registrar and Secretary.

b. Appointed Members. The Board may choose to appoint additional members of the Board for any other position as deemed necessary. Members may be appointed with full Board voting rights..

c. Executive Board. The Executive Board of Directors shall consist of: the President, Vice President, the Secretary, the Treasurer, the Registrar and Assistant Registrar, the Director of Coaching and the Immediate Past President.

d. Nominations.

1. No person’s name shall be submitted without first obtaining his/her consent.

2. No candidate may be nominated for President who has not served on the Board of Directors for at least one (1) year prior to his/her nomination for President.

3. At the Annual General Meeting or a Special General Meeting for the purpose of filling a Board vacancy, nominations from the floor from any member (as described in Article 5 above) are permitted provided the individual consents.

e. Elections. The Board of Directors (other than the Immediate Past President) shall be elected at the Annual General Meeting. More than one person may share the same office, if both parties agree to share the duties. Elections are subject to the following.

    1. No candidate can be elected to office and no proposal can be decided except by a majority vote of the total ballot cast at any General Meeting.

2. In the event of a tie, the vote must be retaken until the tie is resolved by voting.

3. When candidates for more than one office are voted on at the same time, a majority of the legal votes cast for each particular office is required to elect a candidate to that office.

4. Members may vote for anyone who is eligible, regardless of whether he/she has been nominated, by writing in the name of their choice on the ballot or voting for him/her on roll call.

5. Any member receiving the necessary vote is elected, unless he/she declines to accept the office.

f. Tenure. Tenure of office shall begin effective fourteen (14) days after election or upon appointment and continue until fourteen (14) days after the next Annual General Meeting when elections are held. Those outgoing Board of Directors shall assist with the transition of their responsibilities to their successors.

g. Term Limits. Limit on consecutive terms. No individual holding the position of President, Vice- President, or Treasurer may hold the same elected office for more than four (4) consecutive terms; but nothing shall prevent the mentioned individuals from holding the same elected office for more than four terms, provided that no more than four such terms are consecutive. Expiration dates for those holding the offices identified above should be staggered

h. Vacancies. A vacancy occurring in any office shall be filled by a majority vote of the legal votes cast of the Board of Directors at a meeting called for that purpose or at a regularly scheduled monthly Board Meeting. However, the Board of Directors at its discretion, may call for a Special General Meeting for the purpose of filling that vacancy. In that event, the procedure for general election shall be followed with respect to nomination of candidates.

i. Once a board position is created, any member may run for that office at the next general election.

j. Dissolution. Positions that remain unfilled through two general elections may be dissolved by vote at the next Annual General meeting.

ARTICLE 8

Duties of Officers

Elected:

a. President: The President shall: 1) preside over all meetings of the ECFC and the Board of Directors; 2) be a member ex officio of all committees except the Nominating Committee and the Financial Review Committee; 3) appoint chairpersons of the Standing Committees; 4) be the official spokesperson for the ECFC, except when the President at his/her discretion delegates that responsibility; 5) be the ECFC representative at all League meetings, except when at his/her discretion, that responsibility is delegated to another; 6) oversee the activities of the School Representative and City Representative; 7) oversee the League and Player Representatives; and 9) provide supervision over compliance and performance of all contractors involved in all contracts authorized by the Board.

b. Vice President: The Vice President shall: 1) act as an aide to the President and in the absence of the President, perform all duties of the President; 2) have responsibilities for overseeing and coordinating the administrative functions of the ECFC; and 3) be the alternate representative at all League meetings. The Vice President shall not automatically succeed to the office of the President, but anyone elected to such position must be willing to consider a subsequent nomination for President when that office becomes vacant.

c. Secretary: The Secretary shall: 1) make arrangements for meeting locations; 2) notify ECFC members in advance of all monthly scheduled meetings, the Annual General Meeting and any other Board meetings requiring attendance of the Board of Directors; 3) shall keep an accurate record of the proceedings of all scheduled ECFC meetings; 4) shall prepare and distribute minutes for such meetings by the next scheduled meeting; 5) shall keep a record of all policy decisions of the Board and make such decisions readily available at all meetings; 6) keep a record of all correspondence for the ECFC; 3 and 7) preserve all records, reports, and official documents of the ECFC except those specifically assigned to the custody of other Board members.

d. Treasurer: The Treasurer shall: 1) receive all moneys for the ECFC and deposit it into such Bank accounts as approved by the Board; 2) pay all such sums in a timely manner, in accordance with the approved budget as authorized by the Board; 3) verify full performance of all contractor services prior to payment; 4) keep an accurate record of all transactions, receipts and disbursements; 5) be responsible for the timely filing of all legally required filings; 6) present a statement of account to the Board once a month; 7) develop procedures to encourage the fiscal responsibility of the ECFC and make a full report at the Annual General Meeting; 8) propose a budget to be presented to the Board no later than the third month following the Annual General Meeting; and 9) be the Chair of the Budget Committee.

e. Registrar: The Registrar shall: 1) coordinate registration of all players on all teams with the ECFC and assure that every player is appropriately registered and all documentation is accurate and complete 2) be in charge of coordinating “Registration Night(s)” and shall be the head of the Committees so delegated to help with registrations; 3) provide computerized copies of players lists and coaches lists, and completed player passes in a timely fashion; 4) be responsible for the computer database containing registration data.

n. Immediate Past President: The Immediate Past President shall serve in an advisory role to the Board.

Appointed:

a. Director of Coaching (DOC) shall be appointed by the Executive board. It is required that any appointee to the DOC have a current USSC recognized Director of Coaching License. The DOC shall be a member of the executive board. The DOC serves at the discretion of the executive board. The DOC may be removed by the executive board by a majority vote of elected executive board members. Any member of the board of directors may request a vote on removing the DOC by writing to the secretary 21 days before a general meeting. The secretary shall post the request to all board members (the executive board, elected and appointed board members and head coaches) at least 14 days prior to the general meeting. A 66% vote for removal of the board members present at a general meeting will remove the DOC. The DOC may be a paid position.

Duties of the Director of Coaching 1) have responsibilities for overseeing and coordinating the functions of the ECFC which are directly involved with the play of the Game; and 2) serve as a representative on the Disciplinary Committee 3) screen and assign players to the various teams within the age group and gender if applicable; 4) be responsible for obtaining and screening coaches for the various teams within the age group and gender if applicable; 5) work with the Field Coordinator in developing a practice schedule for the various teams within the age group; and 6) be the link between the coaches and the Board and shall communicate ECFC policies and procedures to the coaches 7) be responsible for coordinating activities associated with the Competitive Class program; 8) be the head of the Committee so delegated to review and update, as necessary, the Competitive Class program goals and direction; 9) be the head of the Committee so delegated to obtain names of qualified individuals interested in coaching Competitive Class teams and to present such to the Board of Directors to determine which coaches will coach these teams during the year;10) work with the Field Coordinator and the coaches to schedule the Select Team tryout dates and locations;11) be the focal point for the communication and dissemination of information specific to the Competitive Class teams, 12) communicate with the Registrar and Age Division Coordinators to ensure the correct registration of all players; and 13) communicate with the Treasurer to ensure that Competitive Class team expenditures are appropriate and within the approved budget. 4

ARTICLE 9

Duties of the Board of Directors

a. President. The President shall be the Chair of the Board of Directors. In the absence of the President, the Chair shall be determined in order of (b.) through (f.) in Article 8 above (Vice President, Secretary, Treasurer, Registrar).

b. Meetings, Notice, Quorum, and Voting. The Board of Directors shall meet monthly. The Board shall arrange an Annual General Meeting. At the request of the President and two Board members, a special Board meeting may be held upon four (4) day’s notice by U.S. mail or electronic mail (email), or 48 hours notice by telephone. A quorum of the executive board shall consist of not less than 50% of the currently serving Executive Board members. A quorum of the board shall consist of not less than 20 members of the full board (executive board, coordinators & head coaches or appointed proxy) including at least two members of the executive board amongst the 20. The Board may take action by a majority vote of the legal votes cast of the Board of Directors. Board members who share an office will share only one vote. Board members holding more than one office shall be limited to one vote.

c. Open Meetings. Meetings of the Board of Directors shall be open to all ECFC members. However, the Board may consider items in closed session if the Chair rules them to be confidential on the grounds that their disclosure would be detrimental to the welfare of the ECFC.

d. Action by Written Consent. Any action required or permitted to be taken by the Board may be taken without a meeting if a majority of the Board consent in writing to such action. Such written consent shall be filed with the minutes of the proceedings of the Board. Email constitutes an acceptable form of writing.

e. Business.

1. The Executive Board runs the day-to-day operations of the ECFC, subject to the direction of the Board of Directors.

2. The Board of Directors shall attend to such matters as may be referred to it. It shall be responsible to the ECFC membership for such conduct of ECFC activities in accordance with these Bylaws and the policies established by the Board.

3. The Board shall adopt an annual budget and establish registration fees as it deems appropriate.

4. The Board shall establish policies and adhere to existing policies of affiliated leagues and registering bodies on the formation of affiliated teams, registration of players and teams, flighting of teams within those leagues, play, length and dates of playing seasons, creation and selection of competitive teams, and involvement of the ECFC in tournaments and other competitions.

5. The Executive Board of Directors may, by simple majority, vote to expend ECFC funds, not to exceed $500.00 (Five Hundred Dollars), outside of the approved budget. The Executive Board shall report any such expenditure to the full Board of Directors at the next monthly Board Meeting.

f. Contracts. The Board of Directors shall have the authority to enter into contracts on behalf of the ECFC.

1. The President, Vice President and Treasurer shall not be in a paid position or contract with the ECFC or receive monetary or other in kind reimbursement for their board duties.

2. Due to the intensive workload and criticality of the work being completed in a timely fashion, the Registrar, Assistant Registrar and Director of Coaching may be compensated for their duties as board members.

3. No other board member not previously mentioned in this section may be compensated for their work as a board member. They may however, enter into contracts with ECFC or a paid position with ECFC for other work unrelated to their board position.

4. On any issue in which there is a potential or actual conflict of interest, that member may not vote on the issue.

g. Delegation of Authority by Officers and Boards. The members, officers, boards, or committees delegating authority retain full responsibility for the performance or exercise of the powers, duties, and 5 responsibilities that they have delegated. They also are responsible for negligence and its consequences in the exercise of the delegated authority.

h. Removal of Board Members.

1. Grounds for removal from office of a Board member shall be: (i) continued, gross, or willful neglect of the duties of the office; (ii) failure or refusal to disclose necessary information on matters of organization business; (iii) unauthorized expenditures, unauthorized signing of checks, or misuse of organization funds; (iv) misrepresentation of the organization and its officers to outside persons; or (v) conviction of a felony.

2. Adequate notice shall be provided to the accused officer. A fair hearing shall be held. A reasonable opportunity to defend oneself shall be provided.

3. A Board member shall face removal from office by a majority vote of the legal votes cast of the Board of Directors at a regularly scheduled Board Meeting.

ARTICLE 10

Standing and Special Committees

a. Standing Committees Appointed by the President. The following Standing Committees shall be appointed annually by the President with the consent of the Board. The term of service of these Committees shall be the same as the term of the officers. Budget Committee.

1. The Budget Committee shall prepare in a timely manner a budget for approval by the Board of Directors. The Budget Committee shall have at least three Board members as part of the Committee. The Budget Committee shall be chaired by the Treasurer. The Treasurer shall add additional members at his/her discretion.

2. Disciplinary Committee. The Disciplinary Committee shall: 1) be responsible for hearing protests, ejections, appeals, and complaints; 2) administer discipline; and 3) present a written report of its findings and disciplinary decisions to the Executive Board. The Disciplinary Committee shall hold fair and impartial hearings into all matters brought before it, and shall follow the CYSA guidelines to be used in determining what, if any, discipline is to be imposed. The Disciplinary Committee shall have at least one active coach, one non-Board parent, and the Second Vice President as part of the Committee. The Second Vice President shall add additional members at his/her discretion.

3. Financial Review Committee. The Financial Review Committee shall provide an independent review of the financial or operational aspects of the ECFC at least once every 2 years. A written report of the findings of the Financial Review Committee will be provided to the Board. The Financial Review Committee shall have at least two members in good standing. The President shall add additional members at his/her discretion.

b. Standing Committees Appointed by the Board. The following Standing Committees shall be appointed annually by the Board of Directors. The term of service of these Committees shall be the same as the term of the officers.

1. Nominating Committee. Not less than two (2) months prior to the Annual General Meeting or a Special General Meeting for the purpose of filling a Board vacancy, the Board of Directors shall appoint a Nominating Committee consisting of at least three (3) persons representing a cross- section of the ECFC membership. The members appointed by the Board shall be current or recent members of the Board who, by reason of their service, have a broad and up-to-date knowledge of the needs of the ECFC. This Committee shall prepare a slate of candidates for all elected offices. This Committee may prepare a slate of candidates for all appointed offices.

2. Election Committee. Not less than one (1) month prior to the Annual General Meeting or a Special General Meeting for the purpose of filling a Board vacancy, the Board of Directors shall appoint an Election Committee consisting of at least two (2) persons. The Committee prepares and prints the ballots, distributes the ballots at the Annual General Meeting or a Special General Meeting for the purpose of filling a Board vacancy, collects and counts the ballots, and compiles the results of the election. For other business which requires written votes at any General Meeting, the Committee prepares and prints the ballots, distributes the ballots, collects and counts the ballots, and compiles the results.

c. Special Committees. Special Committees shall be appointed by the President or the Board of Directors to assist them at any time, and to delegate investigative, planning, or routine administrative duties to them. The powers, rights, and duties of these Committees shall be provided for in the motion creating them or in the instructions provided to them. These Committees report only to the authority that appointed them. These Committees shall cease to exist when its final report is disposed of. These Committees may be dissolved by the authority that created them.

d. Removing Committee Members. A member of a Committee who is unable or fails to perform his/her duties shall be removed and notified of his/her removal by the appointing or electing authority.

e. Replacing Committee Members. The members of a Committee may be replaced by the appointing or electing authority.

ARTICLE 11

Protests and Appeals

a. Only violations of these Bylaws, violations of the Rules of Play of the ECFC, Affiliated Leagues or registering bodies, or the improper application of the Laws of the Game shall be proper subjects for protests and appeals.

b. In the matter of protests and appeals, no person associated with youth soccer shall invoke the aid of the Courts of any state or the Federal Courts without first exhausting all available remedies within the appropriate soccer organizations, including a final appearance at the Annual General Meeting of the USYSA.

ARTICLE 12

Rules of Order

a. Robert’s Rules of Order shall be deemed as adopted at all ECFC meetings, unless otherwise agreed to in advance by the participants, insofar as such rules are not inconsistent with or in conflict with these Bylaws, or regulations by which the ECFC is governed.

ARTICLE 13

Changes to Bylaws

a. Individuals proposing amendments to these Bylaws must do so in writing to the ECFC Secretary forty- five (45) days prior to a General Meeting where the proposed changes shall be presented for discussion.

b. Notification of proposed changes to the Bylaws shall be sent to the membership at least fourteen (14) days prior to the General Meeting where the proposed changes shall be presented for discussion.

c. Proposed changes must be discussed as a new business item. The motion to make the change, and the pro and con arguments shall be posted to the minutes.

d.  Minutes or a notice of the proposed change with pro and con argument summaries must be emailed to the membership and posted on the website 14 days prior to the next general meeting.

e. At the next general meeting, there shall be time for discussion and a final review under old business. A vote shall be taken after final review.

f. These Bylaws may be amended only by a 60% vote of the total ballot cast at any General Meeting.

g. Bylaw changes voted upon at a General Meeting are adopted immediately upon affirmative vote of the membership.

ARTICLE 14

Values Statement

a. ECFC shall have an official ‘Statement of Values’ that shall be a guide to making policies and decisions. Requests to modify the Statement of Values shall follow the rules for modification of the Bylaws as presented in article 13.

b. ECFC shall have an official ‘Implementation of Statement of Values in Practice’ (ISVP) document that shall give specifics of how our statement of values will be carried out in day to day operations, team practices and games, and all other club activities.

c. All members are expected to follow the policies set out in the ISVP

d. Members who do not follow the policies set in the ISVP shall meet with members of the executive committee.

e. Members who continue to disregard the ISVP shall be referred to the disciplinary committee.

f. Members who cannot agree to follow the ISVP may be asked to leave the club.

g. The Implementation of Statement of Values in Practice may be modified by a majority vote at a general meeting.

ARTICLE 15

Dissolution

a. In the event that the ECFC is dissolved, all of the assets remaining after payment of all debts, shall be distributed to a nonprofit fund, foundation or nonprofit organization established for the purpose of developing youth soccer.

End