BYLAWS OF EMERALD CITY SUPPORTERS FOOTBALL CLUB
The name of this organization shall be Emerald City Supporters Football Club, hereinafter referred to as “ECS FC.”
Place of Business
The office and place of business of ECS FC shall be in Seattle, Washington. All meetings of the members and of the Board members shall be held in the greater metro area of Seattle, Washington
Purpose of ECS FC
The purpose of ECS FC shall be to promote participation in the sport of soccer, to organize soccer teams and leagues, to provide training and player development in the sport of soccer, both youth and adult, and to promote the health, welfare, and recreation of the general public through the sport of soccer.
4.1 ECS FC is composed of members rather than shareholders.
4.2 Membership in ECS FC is determined by those who have paid ECS FC team or ECS FC league fees or dues within the past twelve (12) calendar months.
4.3 New ECS FC members are to be added to ECS FC team or ECS FC league registry and/or entered into the ECS FC database.
Membership in ECS FC may be terminated by vote of two (2) of three (3) of the Board members on a case-by-case basis. Termination may be for reasons related to, but not limited to: gross sporting misconduct, misappropriation or theft of club funds or property, behavior that endangers the health or well-being of other members, or actions that significantly harm the public reputation of ECS FC.
All ECS FC members shall have equal rights and privileges.
General Membership Meetings
An ECS FC general membership meeting shall be held at least once per annum at a time as determined by the Board.
Additional special meetings of the membership may be called by two (2) of three (3) of the Board members or upon physical or electronic mail request(s) to the Club Director by ten (10) or more ECS FC members. The special meeting request shall, at a minimum, specify the particular business to be brought before such meeting. The Board reserves the right to deny any special meeting request by ECS FC members if in the best interest of the purpose ECS FC as outlined in Article III.
Written or electronic notice of a general membership meeting or a special meeting shall be mailed or e-mailed to each member at least ten (10) days before the date of said meeting. The notice of special meetings shall state the business to be brought before such meeting and no business shall be voted upon which was not stated in the notice of the special meeting.
All ECS FC members are entitled to express themselves, bring forward concerns, and raise questions during annual meetings or special meetings. Binding decisions may only be brought forward for vote by a Board member. Each ECS FC member may cast a single vote in person for all binding votes. Voting by proxy shall be not allowed.
One-tenth (1/10) of members shall constitute a quorum at any annual meeting or special meeting of the members.
The affairs of ECS FC shall be administered by a Board of Directors, hereinafter referred to as the “Board” composed of three (3) current ECS FC members. The roles of the three Board members shall be Club Director, Assistant Director, and Treasurer.
The Board member’s terms shall be two (2) calendar years, beginning at the time of incorporation.
The Board will be supported by an Advisory Committee. The Advisory Committee shall consist of current ECS FC members. The Advisory Committee’s role shall be to support the Board in the administration of ECS FC activities and ECS FC members. Members of the Advisory Committee shall be appointed directly by the Club Director. Advisory Committee’s members, may be terminated by vote of two (2) of three (3) of the Board members on a case-by-case basis. Members of the Advisory Committee may resign at any time at least three (3) months in advance of the end of term by means of physical or electronic mail to the Club Director
At the time of incorporation, three (3) members of the Board shall be appointed for a term of two (2) years each, with a three (3) term limit. The terms of the initial directors shall commence immediately upon full incorporation. Board members may unilaterally choose to serve for additional terms up to the three (3) term limit. Board members must notify the Advisory Committee and other Board members via physical or electronic mail of the choice to serve additional terms or to not serve additional terms at least three (3) months in advance of the end of term. The decision of Board members to serve for additional terms shall be approved by simple majority of the Advisory Committee.
The Club Director shall directly appoint any replacement(s) for Assistant Director, Treasurer, or his or her successive Club Director. Any appointment must then be approved by the Advisory Committee by a simple majority vote with the Club Director having the tiebreaking vote, if necessary.
A meeting of the Board shall be held at least twice per annum at a time determined by the Club Director to discuss and plan matters of ECS FC.
Additional special meetings of the Board may be called at any time by the Club Director.
Written or electronic notice of a Board meeting shall be mailed or e-mailed to each Board member at least ten (10) days before the date of said meeting.
A quorum of two (2) of three (3) Board members must be present for the meeting to be considered valid as an official meeting of the Board. Each Board member may cast a single vote in person for all binding votes. Voting by proxy shall be not allowed.
All Board members are entitled to bring forward votes for binding decisions during Board meetings. Any binding decision must be approved by two (2) of three (3) of the Board members, with the Club Director holding a tiebreaking vote, if necessary.
Board meetings are not required to be open to general members.
Minutes of Board meetings shall be kept, and shall be made available to any member within thirty (30) days upon receipt of written request.
Rules for Conduct of Business
The Board may choose to require contributions from members to provide a fund for the administration of ECS FC and for pursuing the purposes of ECS FC as stated in Article III
The Board shall have full and complete authority to expel any member and thereby cancel any rights afforded by these Bylaws when in its sole discretion any member does not act in furtherance of ECS FC's purposes. This may include any incidents of racism, homophobia, xenophobia, bigotry, or sexism involving a member that may significantly harm the public reputation of ECS FC.
Expulsion of a member and cancellation of his or her membership shall be made in the following manner: The Board shall prepare written specifications of any charge made against a member. A copy of such specifications together with a notice of hearing therein before the Board shall be sent via physical or electronic mail to the member in question. Said notice shall be sent at least ten (10) days before the hearing date. The notice shall request that the member be present at the hearing. The member in question shall be given full opportunity to respond to the charge, and thereafter the Board shall vote by secret ballot upon expulsion. Expulsion will only occur with at least two (2) of the three (3) votes of the Board. If expulsion is approved by the Board, the same shall become effective immediately. Should the member in question not attend the hearing, his or her membership will be revoked immediately without appeal and all privileges associated with his or her ECS FC membership shall be terminated.
Warranties, Disclaimers, Indemnity
10.1 No member, director, agent, servant, or attorney of ECS FC shall be liable for any loss suffered by a member, and no assessment shall be levied on any of them under any circumstances for the purpose of paying losses or for any other purposes, either directly or indirectly.
10.2 ECS FC and all members shall defend, indemnify, and hold harmless all Board members from any and all claims of suits arising from the activities of the Board of ECS FC.
10.3 ECS FC shall accept no liability for injury or personal bodily harm sustained during sporting activities. All members must agree to waive liability for ECS FC and its individual agents, including but not limited to directors, managers, coaches, trainers, captains, and fans.
These Bylaws may be amended by the Board at the suggestion of any Board member, any member of the Advisory Committee, or any ECS FC member. Amendments may be suggested at any time. Full text of proposed amendments are to be made known to the Advisory Committee by physical or electronic mail at least ten (10) days before the effective change date.
Amendments to these Bylaws shall be approved by the Advisory Committee by a simple majority vote with the Club Director having the tiebreaking vote, if necessary.