(a) The name of the organization shall be the Chappaqua Youth Soccer Club, Inc., hereinafter referred to as CYSC or the Corporation.
(b) The principal office of the Corporation shall be in the Town of New Castle, County of Westchester, State of New York.
(c) The CYSC shall be affiliated with one or more geographically appropriate organizations and leagues including, without limitation, the Westchester Youth Soccer League.
The purposes for which this Corporation is formed are as follows:
(a) To promote, conduct and sponsor youth soccer under and in accordance with the laws of the United States Soccer Federation; to promote good sportsmanship in each area of activity; and to provide a multi-level program which offers a range in competition, skill level and goals for boys and girls under the age of twenty.
(b) To do any other act or thing incidental to or connected with the foregoing purposes, but not for the pecuniary profit or financial gain of its members, directors, or officers except as permitted under Article 5 of the Not for Profit Corporation Law.


Section 3.1 Qualification for Membership
(a) Membership in the Corporation is open to persons whose children play for CYSC and have paid all relevant CYSC fees.
(b) Associated Members shall be those people whose children do not play for CYSC but who: (i) volunteer significant time to CYSC for the purpose of promoting, coaching, refereeing and assisting in any way possible for the improvement of soccer through the CYSC and (ii) have been approved as Associated Members by the Board of Directors. Associated Members shall be entitled to the same privileges as full members.
(c) Members who do not pay their children’s registration fee by the date set by the Board of Directors may be suspended from the membership list of the Corporation and his or her child/children may not play for CYSC unless a valid reason is presented to and accepted by the Board of Directors.
(d) The Board of Directors may, at its discretion, suspend or expel from membership, any player, coach or other individual that:
(i) Willfully violates any of the provisions of the Bylaws of the Corporation or policies of the Board of Directors or rules of the Leagues in which they play;
(ii) Commits any act that is inconsistent with the principles and standards of good sportsmanship and fair play. Any such suspension or expulsion shall require a two-thirds (2/3) vote of the Board of Directors. A member shall have an opportunity to show cause why such action should not be taken.
(e) The Board of Directors may reinstate an individual that has been suspended or expelled from the CYSC by a two-thirds (2/3) vote of the Board of Directors.
Section 3.2 Registration Fees
(a) Registration fees, late fees and all other fees or payments shall be determined by the Board of Directors.
(b) Associated Members are not required to pay fees.
Section 3.3 Membership Meetings
(a) The Annual General Membership Meeting (AGMM) of the Corporation shall be held in June, July or August of each year. A notice shall be mailed or emailed to every member in good standing stating the date, time and place of the AGMM.
(b) The presence of not less than 10% of the total membership shall constitute a quorum and shall be necessary to conduct the business of the Corporation; provided, however, that, at such meeting, a lesser number may adjourn the meeting for a period of not more than two (2) weeks, and notice of the re-scheduled date, time and place of the meeting shall be announced at such adjourned meeting. A quorum as hereinbefore set forth shall be required at any adjourned meeting.
(c) A membership roll showing the list of members in good standing shall be produced by the Registrar at any meeting of the members upon the request of any member. Parents of players and all other adults appearing on this membership roll shall be entitled to vote at the meeting.
Section 3.4 Special Meetings
(a) Special meetings of the Corporation may be called by the Board of Directors, or upon written request of thirty (30) members of the Corporation. The Secretary shall cause a notice of such meeting to be mailed or emailed to all members at their addresses as they appear in the membership roll book at least five (5) days prior to the scheduled date of the meeting. Such notice shall state the date, time, place and purpose of the meeting and by whom it was called.
(b) No other business but that specified in the notice of the meeting may be transacted at such special meeting without the unanimous consent of all present.
Section 4.1 Board of Directors
(a) The Board of Directors (hereinafter “Board of Directors” or “Board”), as the governing body of the Corporation, is responsible for the overall management of all business of the Corporation, and for the formulation, review and enforcement of all policies and practices of the CYSC.

Section 4.2 Election and Term of Office of the Board of Directors
(a) Each Director shall hold office for a term of three (3) years (the “Term”).
(b) At each AGMM of members of the Corporation, those members present shall elect, by majority vote, officers to hold office for the Term.

(c) Each Director shall hold office until the expiration of the term for which he/she was elected and until his/his successor has been elected and shall have qualified or until his/her prior resignation or removal.
(d) Any vacancy on the Board of Directors may be filled by majority vote of the Board of Directors. A person so elected shall hold office for the remainder of the unexpired term.
(e) The Board of Directors shall be divided into three classes, Class I, Class II and Class III. Each Class shall consist, as nearly as possible, of one-third of the number of Directors constituting the entire Board of Directors.  Class I Directors shall be initially elected for a term expiring on the third anniversary of the first annual meeting of the Board of Directors. Class II Directors shall be initially elected for a term expiring on the third anniversary of the second annual meeting of the Board of Directors.  Class III Directors shall be initially elected for a term expiring on the third anniversary of the third annual meeting of the Board of Directors. 
Section 4.3 Removal of Directors
(a) A director may resign at any time by giving written notice to the Board, the President or the Corresponding Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board, and the acceptance of the resignation shall not be necessary to make it effective.
(b) Any of the Directors may be removed for cause by a two-thirds (2/3) vote of the Board of Directors.
(c) Any member of the Board of Directors who fails to attend three (3) successive meetings of the Board of Directors without a reasonable cause may forfeit his/her office.
Section 4.4 Quorum of Directors
(a) A simple majority of voting members of the Board of Directors shall constitute a quorum for the transaction of any specified item of business.
(b) Unless otherwise required by law, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. Each voting member of the Board present shall be entitled to one vote.
Section 4.5 Meetings
(a) Regular meetings of the Board should be held as needed.  However, there shall be no less than six (6) meetings per calendar year... Special meetings of the Board may be held at any other time, if requested by at least two (2) Directors. Adequate notice of such meetings should be given to each Board member either personally, by mail, e-mail or telephone.
(b) A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to all Directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other Directors.
Section 4.6 Special Committees
(a) Special committees, including a Coaching Committee, may be constituted by the Board to help with the performance of CYSC management responsibilities. These committees must have at least one (1) Director among their members, who will be responsible for reporting on committee activities to the full Board.
Section 4.7 Mission Statement/Policy
(a) On an annual basis, the Board shall review and approve a Mission Statement/Policy (the “Statement”) which shall set forth the goals and guidelines of the CYSC.
Section 5.1 Representatives
(a) The Corporation shall have a President (or two (2) Co-Presidents), Vice President for Administration, Treasurer, Registrar, Field Coordinator, Score Reporter and Club Referee Coordinator. The President (or two (2) Co-Presidents) shall be elected by a majority vote of the Board of Directors
Section 5.2 President(s)
(a) The President(s) shall see that all orders and resolutions of the membership and the Board are carried into effect.
(b) He/she shall preside at all general membership meetings and Board meetings and shall vote only in cases of a tie.
(c) The President(s) shall make recommendations to the Board regarding club policies and practices, and prepare a draft annual budget for review and approval by the Board.
(d) The President shall serve as the official CYSC liaison to the League and other official soccer bodies.
Section 5.3 Vice President of Administration
 The Vice-President of Administration shall be appointed by the President(s).  During the absence or disability of the President(s), the Vice President for Administration shall have all the powers and perform all the duties of the President(s).
(a) The Vice President or Administration shall perform such duties as the President(s) or the Board shall prescribe.
Section 5.4 Field Coordinator
The Field Coordinator shall be appointed by the President(s) and shall assist with:
(a) the allocation of practice and game fields (and gym space), and handle procedural arrangements for make-up games.
(b) oversee the management and repair of goals, nets and other club equipment.
(c) assure that fields are properly marked and equipped for games.
Section 5.5 Treasurer
The Treasurer shall be appointed by the President(s) and shall
(a) be responsible for the care and custody of all the funds and securities of the Corporation and shall deposit said funds in the name of the Corporation in such bank or trust company as the Directors may select.
(b)  assure that proper accounting and record-keeping procedures are followed by the Corporation and arrange for periodic audits of all CYSC accounts.
(c)  prepare periodic financial statements for presentations at the AGMM; including a current reconciliation of the Corporation’s operating account.
(d) be responsible for ensuring that required quarterly and annual tax filings with the Federal and local tax authorities are made on a timely basis.
(e)  provide a working fund for certain club officers or committees, as needed, to reduce the number of petty cash transactions, miscellaneous receipting, etc.
The Board shall pass a resolution indicating those members authorized to sign checks, drafts, notes and orders for the payment of money in the name of the Corporation for expenditures which are duly authorized by the Board. All checks and drafts require either: (i) two authorized signatures, one of which must be the Treasurer or (ii) the signature of the Treasurer, so long as duplicate copies of the checking account bank statements are made available to another board member for review each month, either electronically (through online access) or in paper form.  The Board shall review and approve the execution of all contracts.  All contracts will be signed by the Treasurer, President, or other Board designee.
Section 5.6 Registrar
The Registrar shall be appointed by the President(s) and shall
(a) enact the player registration policies of the CYSC and the registration rules of the League(s) to which the CYSC belongs, as well as those of appropriate governing bodies such as the ENYYSA and the USYSA, pertaining to registration of teams, players and officials.
(b)  maintain a roster of each team and other relevant team/player/coach registration information, updating player information as needed.
(c) coordinate all transfer requests and other matters related to registration with the appropriate Travel Commissioner.
Section 5.7 Score Reporter
            The Score Reporter shall be appointed by the President(s) and shall report all scores in accordance with the rules and procedures of the relevant league(s) and/or soccer body.
Section 5.8 Club Referee Coordinator
            The Club Referee Coordinator shall be appointed by the President(s) and shall be the liaison to the relevant league(s) and/or soccer body to help ensure referee coverage for CYSC home games.
The CYSC does not guarantee the placement of a child on any particular team. Tryouts and placements will be based on the registration and tryout policies of the CYSC.
(a) These Bylaws may be amended, supplemented or repealed in response to a written request by any Member in good standing to the Board of Directors at least twenty (20) days prior to the AGMM.
(b) All requests to amend or repeal these Bylaws shall be voted upon by the general membership of the Corporation in attendance at the AGMM.
(c) Notice of any proposed changes in the Bylaws shall be made available to all members of the Corporation prior to or at the AGMM.
(d) A quorum of at least twelve (12) members in good standing is required to conduct official AGMM business, and a two-thirds (2/3) vote of the members present at the AGMM is required to adopt any proposed amendment.
(a) The decision of any Representative or the Board may be appealed.
(b) Any appeal must be made in writing to the CYSC office within seven (7) days of the action being appealed.
(c) The Board will schedule a hearing to consider the appeal at its earliest convenience, no later than the next scheduled Board meeting.
(d) The decision of the Board, by majority vote, will be final in all appeals.

The Corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer or director of the corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the Corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of Directors who are not at that time parties to the proceeding.

The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.

No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.

This Article constitutes a contract between the corporation and the indemnified officers, and directors. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer or director under this Article shall apply to such officer or director with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.

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