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Greater Seattle Soccer
League
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BYLAWS OF THE GREATER SEATTLE SOCCER LEAGUE
Section 1-Constitution: The authority for the establishment of the Bylaws of the GSSL is vested in the articles of the Constitution of that organization. The express purpose of these Bylaws is to provide procedural standardization throughout the GSSL and to provide effective and efficient management. They shall derive their legal force from the Articles of the GSSL Constitution and amendments thereto. ARTICLE 2-REGISTERED OFFICE AND AGENT Section 1-Registered Office: The registered office of the corporation is currently located at: Greater Seattle Soccer League 9750 Greenwood Avenue North Seattle, Washington 98103. The registered office may be changed from time to time by Board action, in accordance with these Bylaws. Section 2-Registered Agent: The registered agent of the corporation shall be the President of the GSSL, unless the Board appoints another person. Section 3-Notice to Members: Contemporaneously with a change in the registered office or registered agent of the corporation, the Board shall give written notice to each member of the GSSL of such change. Section 4-Maintenance of Office Hours: The Board shall establish regular office hours for the GSSL office. During regular office hours the office shall be staffed by either an employee of the league or a volunteer. Notice of the office hours shall be given to each member of the GSSL at the annual general meeting of members and at such time as the Board may effect a change in the regular office hours for the GSSL office. Section 1-Voting Members: The voting membership of the GSSL shall comprise: (a) Teams who have been accepted as affiliated with the GSSL for regular seasonal play, and have remained in good standing since that affiliation as hereinafter provided. Such membership is in force for the calendar year in which the abovementioned seasonal play is scheduled to occur. (b) Such of the officers elected under Articles 5 and 6 as shall not already be members by virtue of the provisions of this Bylaw. (c) Life members elected as hereinafter provided. Section 2-Incorporation: The GSSL shall be registered under the Incorporated Societies Act with the Secretary of State for Washington State. Section 3-Qualifications: To qualify for full membership, an applicant must agree to be bound by the Constitution, Bylaws and Operating Procedures of the GSSL, and be an organization, sub-association, club or team open to all members of the public without regard to race, color, religion, national origin or sex. Section 4-Admission: Application for membership as a member club or team shall be submitted in writing to the GSSL. Section 5-Acceptance: An applicant shall be deemed to have been accepted unless, within 60 days from the date of receipt of the "Application for Entry" by the Secretary of the GSSL, the application is rejected. Section 6-Rejection of Application: When an application is rejected, the Secretary of the GSSL shall inform the applicant of the rejection in writing postmarked within 14 days of the date of the decision to reject the application. In any case where the GSSL Board has rejected the application of an applicant, the Board shall specify its reason therefore. These reasons shall be communicated to the applicant in the notice of rejection. In the event of rejection, except as otherwise herein provided, the GSSL shall refund to the rejected applicant any fees paid with the application for entry. Section 7-Affiliation Fee: If at any time it is determined by the Board that it is equitable to charge a fee for the affiliation of members, then such fee shall be collected at the time of the application for entry. Notice of such action by the Board shall be given to all members of the GSSL and to all applicants for membership in the GSSL. Section 8-Life Membership: The GSSL may by resolution passed at a General Meeting by a majority of two-thirds (2/3) of the members present, and voting thereat, elect as a life member any person who has been approved as worthy of that honor on account of some special service or services rendered to the GSSL, provided that notice of the proposal to elect such persons shall be contained in the notice of the meeting. Nominations in writing must be proposed and seconded by two officers of the Board and must be sent to the Secretary at least 30 days before the meeting at which the nomination shall be considered. Section 9-Member's Authorized Representative: Each voting member shall be represented by an Authorized Representative as defined in Article 12 herein. Section 10-Voting Members: Unless specifically qualified herein to the contrary, the term "member" shall be taken to mean "voting member". Section 11-Affiliated Individual Members: Individual players, coaches, managers and administrators are non-voting members of the GSSL by virtue of their affiliation with a voting member team, and are entitled to speak at Annual General Meetings. Such an individual becomes a member under this section when he/she appears on the accepted application or roster of a properly affiliated team. The duration of such membership is coincident with the membership of the team. Section 1-General: The members of the GSSL are expected to conduct themselves, in general, in accordance with the spirit of amateur sports. In particular, each member is expected to obey the rules and procedures established by the GSSL Board and/or the membership, including, but not limited to, the following: (a) FIFA Rules: Each member is expected to obey the rules of the Federation Internationale de Football Association ("FIFA" herein) they may be supplemented from time to time by the GSSL Board or the membership. (b) Orders of the GSSL Board: Each member, and each person affiliated with each member, is expected to obey the orders and directions issued by the GSSL Board and/or the membership. (c) Miscellaneous: Each member of the league shall have, in addition to any other duties established by the GSSL Board and/or the membership, the following duties and obligations: (c.1) Attendance at Meetings of Members: Each member shall have an authorized representative in attendance at each meeting of members of the GSSL. (c.2) Reporting of Scores: Each member shall report the scores of all games participated in by the member, in accordance with the procedures established by the Board. (c.3) Attendance at GSSL Board Meetings: Each member, and each person affiliated with any member, is expected to attend such meetings of the GSSL Board as said member, and/or said person affiliated with a member, may be directed to attend by the GSSL Board. (c.4) Actions of Persons Affiliated with Members: Each member is responsible for the actions of each person affiliated with said member, where such actions are associated with GSSL functions, including games, meetings of members, meeting of the GSSL Board, etc. Section 2-Failure to Comply: The failure of a member of the GSSL to comply with any of the duties or responsibilities of a member of the GSSL as outlined herein or as may be otherwise established by the GSSL Board or the membership of the GSSL, shall be cause for the suspension of the rights of said member, either on a temporary or a permanent basis. The suspension of a member shall require the affirmative vote of 50% of the then sitting members of the GSSL Board. A permanent suspension may be appealed by the member to the membership at the next regular meeting of members, provided, that a written request for such hearing is delivered to the GSSL office within (10) days following the date of mailing of the written notice of suspension. All suspensions shall be verified by written notice within seven (7) days following the decision by the GSSL Board. Said notice of suspension shall include a statement of the effective date of the suspension, the duration of the suspension, and the reasons cited in the Board's decision for the suspension of the member. Section 1-Business of the League: The business of the GSSL shall be conducted by the Board of Directors. Section 2-Qualification: A candidate for a position on the GSSL Board must demonstrate, to the satisfaction of the GSSL membership, an interest in soccer, the objectives of the GSSL, and a genuine willingness to carry out the duties of a member of the GSSL Board. Furthermore, candidates for the office of President, Vice President or Secretary/Treasurer must have served as a member of the Board for at least one year immediately prior to that candidacy. Section 3-Classification of Directors: Each position on the GSSL Board shall be classified as follows: President; Vice President; Secretary/Treasurer; Judicial Director; Director-at-large; There will be seven (7) Director-at-large positions, giving a total Board membership of eleven (11). No person shall occupy more than one of the above Board positions at the same time. As used in these Bylaws, the terms "director," "officer," or like term or terms shall have the same meaning and may be used interchangeably. Section 4-Terms of Office: The terms of office of each director shall be for two years commencing January 1 of the year following the Annual Meeting of members at which such director is elected. Such director shall serve until his or her successor shall be elected and shall qualify, or until his or her earlier resignation or discharge. Section 5-Election of the GSSL Board: The GSSL Board members shall be elected at the Annual General Meeting occurring at the end of the term of the office for which they are a candidate. Nominees can be made in writing to the Secretary of the Board or offered from the floor of the Annual General Meeting. Nominations must have the concurrence of the nominee, and candidates must be certified by the Secretary as eligible under these bylaws prior to their acceptance. Any vacancy that may arise during the year shall be filled by a majority vote of those then seated on the GSSL Board, subject to the eligibility requirements of Article 5, Section 2. Any persons so elected shall serve as a director until a successor is elected at the next Annual General Meeting to serve the balance of the unexpired term. Section 6-GSSL Board Member Duties: Each member of the Board of Directors shall have the following powers, duties and responsibilities, respectively: (a) President: The Chief Executive Officer shall be the President. The President shall preside over all activities of the Greater Seattle Soccer League. The President may delegate duties to other members of the Board. If the President is unable, at any time, to carry out his duties, the powers, duties and responsibilities of the position shall devolve upon the other directors in the order listed in Section 3 above, until the President is able to resume his duties. The President shall have the power to appoint special committees and assistants as may be required. The President shall represent the Greater Seattle Soccer League at all official functions, unless he appoints another representative from the Board. (b) Vice President: The Vice President shall perform all duties as assigned by the President. The Vice President shall assume the duties of the President in the President's absence, upon his/her resignation, or inability to carry on the duties of President. (c) Secretary/Treasurer: The duties of the Secretary/Treasurer shall be the administration of the GSSL. He/she shall maintain financial records, complete minutes of all meetings and other Board actions, and all other matters of record of the corporation. The Secretary/Treasurer shall prepare a summary of accounts of the GSSL for each Board meeting, and a full financial report shall be prepared for the Annual Meeting of Members. (d) Judicial Director: This director shall have jurisdiction over all protests, appeals and questions of player discipline to come before the Board, except as it involves referee's decisions. This director has authority to hear protests and appeals and render decisions without the concurrence of any other person, or he may bring the matter to the Board. The full Board shall hear all appeals of the Judiciary Director's decisions. (e) Directors-at-large: A maximum of seven (7) directors-at-large shall be elected to the GSSL Board. The duties of these directors shall be as determined by the board from time to time, as well as to lend their experience, knowledge and wisdom to the management of the GSSL. (f) Miscellaneous: In addition to the foregoing specifically enumerated duties, each Director shall inform himself or herself of all matters affecting the operation of the Corporation and the GSSL. Each Director shall actively participate in all affairs of the Corporation. Each Director is a fiduciary of the GSSL and the members. No director may delegate his or her duties to any other person. Each Director shall faithfully carry out the business of the Corporation in accordance with these Bylaws and the laws of the State of Washington. Section 7-Dismissal of GSSL Board Members: (a) Dismissal by Board Action: The GSSL Board may by the action of two-thirds (2/3) of the members of the Board holding positions on the Board at the time said action was taken, dismiss a member of the GSSL Board for the duration of his term in office, for the following causes: (a.1) Consistent failure to perform the duties established for said Director in these Bylaws, the laws of the State of Washington, or as may be established by resolution of the GSSL Board or the action of the members of the GSSL; (a.2) Acting in bad faith in the judgment of the members of the Board; (a.3) Misusing property of the GSSL for the Director's own uses or for uses outside the purposes for which the GSSL has been established. b) Missing Three (3) Meetings: Any member of the GSSL Board who shall have been absent from three (3) consecutive Board meetings (including special meetings) without being excused shall ipso facto cease to be a member thereof, unless that officer had obtained leave of absence from the GSSL Board. Section 8-Conflict of Interest: No Board member shall vote in any matter in which said member has a conflict of interest, including, by way of example and not by way of limitation: (a) Financial interest: Matters in which the Director has a financial interest, either directly or indirectly: (b) Related Member: Matters affecting a member of the GSSL with which a Director is affiliated either as a player, coach, sponsor, etc. ARTICLE 6-MEETINGS Section 1-Annual General Meeting (AGM) of Members: (a) Time: The AGM of the members of the GSSL shall, in general, be held in the month of August each year, the actual date to be determined by the GSSL Board. (b) Notice: The written notice of the AGM shall be mailed by the Secretary to the membership postmarked not less than twenty-one (21) days nor more than forty (40) days prior to the date set for the meeting in the notice. (c) Order of AGM Business: At the AGM the order of business shall be as follows: Call meeting to order; Roll call of members (establish quorum); Minutes of previous AGM; Communications; Annual Report and Balance Sheet; Old business; New business (motions for which notices have been given); Election of officers; General business; Adjournment. Section 2-Special General Meetings of Members: Special General Meetings of the members of the GSSL may be held at the call of any two Board members, or the authorized representatives of 20% or more of the members of the GSSL. (a) Notice: Thirty (30) days notice must be given of any such Special General Meeting. (b) Control of Notice: The notice shall contain a short plain statement of the purpose for which the meeting is being called and the names of the members of the GSSL Board or GSSL membership at whose behest the meeting is being called. (c) Special General Meeting Business: Only the business set out in the requisition calling a special General Meeting shall be dealt with at the meeting. Section 3-Conduct of Meetings of Members: All meetings shall be conducted in accordance with "Robert's Rules of Order," current edition. Section 4-Proposals for Meeting of Members: Proposals for the agenda of any meeting may be submitted by any member of the GSSL, in writing, postmarked not less than thirty (30) days prior to the date set for the meeting. Section 5-Action without Meetings: The membership of the GSSL may take action without a meeting provided a statement specifying with particularity the action to be taken is signed by an authorized representative of a majority of members consenting to the action proposed. Section 6-Quorum at Meetings of Members: (a) AGM: A quorum at the annual meeting of members shall consist of 20% of the members of the GSSL. (b) Special Meetings of Members: A quorum at any special meetings of the members shall consist of 50% of the members of the GSSL. Section 7-Voting at Meetings of Members: (a) General: Each member of the GSSL shall have one vote in all matters put before the membership for a vote, and one vote in the election of each Board position. (b) Cumulative Voting: The right to accumulate votes for the election of members of the Board shall not exist. (c) Proxies: A member may vote by proxy, provided said proxy is in writing designating the person appointed as proxy holder by the member, identifying the member appointing the proxy holder, signed and dated by the member, which date shall be after the date of mailing of notice of the meeting. Section 8-Meetings of the GSSL Board: (a) Annual Meeting of the GSSL Board: There shall be an annual meeting of the Board of GSSL to take place at the location of the annual meeting of the members of the GSSL, immediately following the adjournment of the annual meeting. (b) Regular Meeting of the GSSL Board: There shall be regular meetings of the GSSL Board at the Registered Office of the GSSL (or other location agreed to by the GSSL Board) from time to time as required by these Bylaws or as determined by the Board. (c) Waiver of Notice of Special Meeting: Special meetings of the GSSL Board may be held without notice if, prior to the commencement of the meeting, a written waiver of notice is signed by all directors in attendance for the special meeting. (d) Board Action without Meeting: Any action which may be taken by the GSSL Board at a GSSL Board meeting may be taken without a meeting provided motion for the action is approved in writing by a majority of the Board, so signified by signature to the written motion. (e) Quorum of the GSSL Board: The quorum of the Board for the purpose of conducting business at a meeting shall be 50% if the directors sitting on the Board at the time of the meeting. (f) Voting at the GSSL Board: Each director shall be entitled to one vote. The President shall cast a vote only in the case of a tie. (g) Attendance at a Board Meeting: The GSSL is empowered to compel the attendance of any member or any individual who is affiliated with any member (e.g. player, manager) at a Board meeting for cause. Failure to appear when summoned may subject the member or individual to sanctions, including but not limited to fines, suspensions, or both. Section 1-Fiscal Year: The fiscal year of the GSSL shall be from September 1 to August 31. Section 2-Budget: The Secretary/Treasurer, with the assistance of the Board, shall prepare an annual budget for the operations of the GSSL. The GSSL Board shall approve the GSSL budget. Copies of the approved budget shall be distributed to the GSSL members. The budget shall be minuted for any given year to expected income for that year. Section 3-Dissolution: Should the GSSL be dissolved, all monetary assets remaining after payment of all debts shall be turned over to the members registered during the fiscal year. Physical assets shall be held in trust by a committee appointed for that purpose by the membership. ARTICLE 8-INSURANCE LIABILITY AND INDEMNITY OF GSSL BOARD Section 1-Liability Insurance: The GSSL shall provide the GSSL Board members liability insurance for performing acts and duties directly related to the GSSL. Section 2-Liability and Indemnification of GSSL Board Members: No Director shall be personally liable for any action for which said director could be indemnified pursuant to the provisions of these Bylaws entitled "Indemnification of Directors." (a) Indemnification of Directors: As used in this Section: "Director" means any person who is or was a Director of this corporation. "Expenses" includes attorneys' fees. "Party" includes a person who was, is, or is threatened to be, made a named defendant or respondent in proceeding. "Proceeding" means any threatened, pending, or completed action, suit, or proceeding whether civil, criminal, administrative, or investigative. (b) Any person made a party to a proceeding by reason of the fact that the person is or was a Director, shall be and hereby is indemnified against the reasonable expenses actually incurred by him in connection with the proceeding, unless such person shall have been adjudge to the liable to the corporation in a proceeding by or in the right of a corporation. Except in the case of an action by or in the right of a corporation, such person shall be and hereby is indemnified and held harmless against judgments, penalties, fines and settlements in and in connection with the proceeding. The indemnification shall be subject to the condition that the person (a) in all cases conducted himself in good faith, (b) reasonably believed his conduct to be in the corporation's best interest, and (c) in the case of any criminal proceeding, the person had no reasonable cause to believe his conduct was unlawful. Thus, to the extent permitted by law, this corporation intends fully to indemnify and save harmless any such person; except that no person shall be indemnified in any proceeding charging the person with improper personal benefit if the person is adjudged to be liable because he received an improper personal benefit. (c) The termination of any proceeding by judgment, order, settlement, conviction or upon plea of nolo contendere or its equivalent shall not of itself be determinative that the person did not meet the conditions for the indemnification. A person who has been wholly successful in the defense of a proceeding on the merits or otherwise shall be entitled to an order of indemnification for expenses from the court as provided by law. (d) The corporation shall not pay any indemnification in a specific case unless it is determined, as a condition to payment, that the person has met the requisite standard of conduct described in paragraph (b) of this Section. A person shall be deemed to have met the conditions of indemnification unless and until a contrary determination has been made by (a) written consent or majority vote of the Directors of the corporation who are a quorum of Directors who are not at the time parties to the proceeding or (b) the members of the league, provided that the person shall have made written demand upon the corporation sixty (60) days prior for a determination and the corporation or its Directors have failed to act. No Director shall be denied the right to indemnification under this section by virtue of any asserted inconsistency between this paragraph and any provision of law relating to the determination of the conditions to making an indemnification. Such conditions may also be determined in accordance with those provisions. (e) The corporation shall pay or reimburse reasonable expenses incurred by a Director who is a party to a proceeding in advance of final disposition of the proceeding if the conditions for such advance reimbursement as provided by law are met. A Director of Officer who is not a party to a proceeding shall be reimbursed for expenses incurred for appearance as a witness therein. (f) The payment of any indemnification to a Director under this Article shall be reported to the members of the league with the notice of the next meeting of members or prior thereto in a written report containing a brief description of the proceedings involving of the person being indemnified and the nature and extent of such indemnification. Such report may be made by the particular person who is indemnified. (g) In the event that any provision of the Section shall be declared invalid or unenforceable by any court of competent jurisdiction, such determination shall not affect any other provision of this Section which shall remain in full force and effect. The provisions of this Section are intended to comply with, implement and be consistent with the provisions of law relating to indemnification of Officers and Directors. Section 1-Use of Attorneys: In any Judicial matter no player, coach, manager, team assistant, referee, or officer from any member team, or organization shall engage the services of any lawyer or attorney until all avenues of approach of the Judicial procedure are exhausted through the regular channels expressed in the Constitution, Bylaws or Operating Procedures of the GSSL. ARTICLE 10-GSSL RULES AND OPERATING PROCEDURES Section 1-Scope: The GSSL Rules and Operating Procedures shall establish General Procedures and Rules of Competition and shall govern all competition administration by the GSSL and its members. Section 2-Changes: Changes and amendments shall only be effected by the GSSL Board. Section 1-Power to Amend Bylaws: Both the GSSL Board and the members of the GSSL shall have the power to amend these Bylaws through their own respective action. (a) Amendment by GSSL Board Action: The GSSL Board may amend these Bylaws from time to time and in such manner as may be determined by the Board to be necessary for the administration of the GSSL. Except as provided in paragraph (b) below, notice of all proposed amendments to the bylaws shall be mailed to each member of the league no later than forty (40) days prior to the meeting in which the proposed amendment is to be voted on. Said notice shall contain a statement of the complete text of the new or amended Bylaw. (b) Amendment by the Members of the GSSL: In addition to any other provision herein contained, these Bylaws may be amended from time to time by the members of the GSSL at a general meeting or special meeting of the members of the GSSL. A member proposing an amendment to the By-laws shall deliver a copy of the text of the proposed amendment to the office of the GSSL not less than forty (40) days prior to the date of the meeting of members. A copy of the proposed amendment shall be included in the notice of meeting mailed to each member. The matter shall appear on the agenda of the meeting. The Board may review the proposed amendment and adopt the amendment if the Board determines that it is in the best interest of the GSSL and that it is appropriate to do so. (c) All approved Bylaws changes or amendments shall be sent in writing to all GSSL members within thirty (30) days after adoption of said changes or amendments. Section 2-Effective Date: All approved Bylaws changes or amendments shall be in effect from the date of adoption. Section 1-Definitions: As used herein, the following terms have the following definitions: (a) "Member of the GSSL": A member of the GSSL shall be any applicant for membership whose application is not denied by the GSSL Board, and who remains current in the payment of all fees required to be paid by the GSSL, and who has not been suspended either temporarily or permanently from GSSL membership. (b) "Applicant": An applicant may be either a club or individual team, which intends to field a team for participation in games conducted under the auspices of the GSSL, or an affiliation of teams which conducts games under its own auspices, but that wishes to avail itself and its members of the benefits incident to membership in the GSSL. (c) "Person Affiliated with a Member of the GSSL": This shall refer to any person occupying the position of player, sponsor, coach, manager, etc., associated with a member of the GSSL; or any such person or team associated with an affiliation of teams which affiliation is a member of the GSSL. (d) "Members Authorized Representative": This shall refer to the person whose name and signature appears on the most recent application for entry submitted by a GSSL member. This shall also refer to any person who is the holder of a written proxy signed and dated by the member's authorized representative, and specifying the purposes for which the proxy is to be exercised. (e) "Season": A season shall consist of four sessions, the first session being played during the fall, the second session being played during the winter, the third during the spring, and the fourth during the summer of the year. The term "season" may or may not include playoffs as the situation shall dictate. Section 1-Applicable law: All other matters regarding the operation of the corporation shall be governed by the Articles of Incorporation and the laws of the State of Washington. Section 2-Severability: If any provision of these Bylaws are found to be in conflict with State or Federal statute and thereby ruled unlawful, such ruling shall not extend to any other provision of these Bylaws.
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