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Southwest Washington Soccer Association

By-Laws as Amended, January 1997

Section 1 - Name and Authority

The Southwest Washington Soccer Association is incorporated as a not for profit corporation in the State of Washington and shall hereinafter be referred to as "SWSA" or "the Association".

Section 2 - Membership

Membership in SWSA is limited to individuals who either register as members of participating teams or are elected to positions on the SWSA Board of Trustees. Acceptance of team rosters by the SWSA Board of Trustees shall constitute membership approval for all players listed, unless subsequent judicial review reveals cause for denial of membership privileges for a team or individual. Membership is further contingent upon timely payment of required fees as set down by the SWSA Board of Trustees. All SWSA members are required to abide by the SWSA By-Laws, policies, and rules as developed and maintained by the SWSA Board of Trustees and membership. Failure to do so will be grounds for Board or judicial revocation of membership privileges. In the event that any individual or team is denied membership in SWSA, reimbursement of unexpended fees can be considered by the Board of Trustees. Denial of membership can be appealed to the SWSA Board of Trustees as described in the SWSA policies and rules.

Any individual who will be less than 18 years of age at his or her first game of any season or tournament must file a signed waiver with SWSA that recognizes he or she may jeopardize his or her ability to participate in USSF-sanctioned or other youth soccer competitions as a result of his or her participation in SWSA.

Section 3 - Organization

A.) The government of SWSA shall consist of the Board of Trustees and the designated representatives of each team participating in SWSA seasons of play during any given calendar year.

B.) The Board of Trustees shall exercise jurisdiction over all games of soccer scheduled, organized or sanctioned by SWSA and shall, either alone or through its designees, responsibly make decisions and render judgments relative to the rules of the game, conduct of play, deportment of players and officials, and responsibilities of both the members and government of SWSA. The Board of Trustees shall authorize all expenditures of the Association.

C.) Team representatives will be designated by each team and need not be limited to a single individual, however at least one person must be designated for each team. In the event that a designated representative is unable to attend a meeting, he or she may approve another player of the same team to fulfill this function on his or her behalf.

The Board of Trustees and team representatives hold all voting rights within the Association and each has one vote except as stipulated herein. Each team must decide within itself who will have the authority to cast its vote when that team designates more than one person to represent it in matters before the Association.

Section 4 - Board of Trustees

A.) President

The President shall be the chief executive officer of SWSA. Except as otherwise provided herein, the President may appoint or delegate specific actions to others as he or she deems appropriate. The President shall preside at all meetings of SWSA and, except for election of officers at the Annual meeting, shall be entitled to cast one vote, and this only in the event of a tie, on matters before the Association. The President shall be an ex-officio member of all configured committees of SWSA. The President shall represent SWSA at all official functions unless he or she chooses to appoint a representative. The President shall be empowered to appoint committees or special assistants as necessary from time to time.

B.) Vice-President

The Vice-President shall assume the duties of the President in the President's absence. The Vice-President shall have one vote on all issues before the Association so long as he or she is not acting as the President. When he or she is acting as the President, he or she will have the same voting rights as the President.

C.) Secretary

The Secretary shall maintain proper minutes of the meetings of the Association, give proper notice of SWSA meetings to all persons so entitled, post notice of SWSA events and activities, and disseminate meeting minutes once transcribed to all interested parties. The Secretary may, with the permission of the Board of Trustees, contract with individuals, organizations or agencies to perform these and various financial, accounting, and scheduling functions on behalf of SWSA. Should this occur, the Secretary will be that body's contact with the Board, monitor their contract compliance, and be their primary resource for questions on day-to-day operations.

D.) Treasurer

The Treasurer shall keep a full and accurate account of receipts and disbursements of the Association and shall deposit all moneys or negotiable valuables in a SWSA account in a financial institution approved by the Board of Trustees. The Treasurer may recommend investment options for Association surplus funds and may consult with reputable investment counselors to determine prudent investment options. Any investments thus identified and recommended must be approved by the Board of Trustees prior to the commitment of any SWSA funds. The Treasurer shall provide financial account information as part of the general meeting agenda and shall render a written financial statement to the Association at the Annual meeting. The Treasurer may appoint, with written notice to and approval by the President, a financial committee to assist in these functions.

E.) Member-at-Large

The Member-At-Large is designed as an introduction to the SWSA Board of Trustees. There are no specific responsibilities. The person elected to this position is free to choose or develop an area of interest in SWSA operations and work on this as long as necessary to attain a particular goal. Member-At-Large projects shall be approved by the Board of Trustees. Due to the term limit on this position, it is recommended that projects focus on completion by the end of the term or on matters that can be continued while serving under one of the other elected Board positions.

Section 5 - Election of Officers

A.) Elections for the offices of President and Secretary will be held at the Annual meeting in odd numbered years. Elections for the offices of Vice-President and Treasurer will be held at the Annual meeting in even numbered years. Elections for the office of Member-At-Large will be held every year at the annual meeting. Officers shall be elected by a majority vote of the eligible voting members present at the SWSA Annual meeting.

B.) Each Board member in office at the start of the Annual meeting will be entitled to vote for all offices elected during that meeting.

C.) In case of a vacancy of an officer position the President shall be empowered to appoint a replacement for the remainder of the current term subject to board approval.

Section 6 - Terms of Office

A.) Officers in the positions of President, Vice-President, Secretary, and Treasurer will hold terms of two years, beginning immediately following the annual meeting at which they are elected. Persons elected to the position of Member-At-Large hold a term of one year.

B.) Any Board member who misses 2 meetings per calendar year without reasonable cause may be removed by a 2/3 vote of the remaining members of the Board. Board members may be removed for reasonable cause by a 2/3 vote of Board members and team representatives at a Special meeting constituted with proper notice, provided that a majority of the Board is present.

Section 7 - Meetings of the Association

A.) General Meetings

General meetings of the Board of Trustees will be held at least six times per year, or as needed to accomplish the business of the Association. General meetings are open to all members, however only Board members are entitled to vote on matters of business. The Board, however, may request an advisory vote of SWSA members present to assist in making decisions on Association matters. A quorum for General meetings shall consist of a majority of Board members.

B.) Annual Meetings

The SWSA Annual meeting shall be held during January each year. Notification of the Annual meeting must be delivered to the US Postal Service for mailing to all SWSA members, as defined above, at least 20 days prior to the meeting. All SWSA members shall be entitled to vote at the Annual meeting. Regardless of what title or titles a person holds within SWSA, no person may carry more than one vote. A quorum will be defined as the number of SWSA members present, contingent upon timely notification as defined above. Proxy votes are not permitted in any form at the Annual meeting.

C.) Special Meetings

Special meetings may be called by the President or by any three or more Board members or team representatives at any time. Notice of special meetings shall be communicated to Board members and team representatives in writing at least seven days prior to the meeting date. Attendance of a SWSA member at the meeting shall constitute a waiver of notice of such meeting unless the member attends solely for the purpose of objecting to the meeting. The business to be transacted and the purpose of any SWSA Special meeting must be specified in the meeting notice.

When the business of a Special meeting is consideration of removal of a Board member, both Board members and team representatives may vote, with each person carrying one vote only.

Section 8 - Committees

A.) Standing Committees

1.) Field Acquisition and Development Committee - This committee is chaired by the President or the President's appointee, consists of the Board of Trustees and can include any interested SWSA members. Its purpose is twofold: to pursue SWSA's goal of developing a dedicated multi-field soccer complex; and, to assist local soccer field proprietors with maintenance and improvement of fields used by SWSA for season and tournament play. Committee members may also be called on to perform interim tasks and duties related to soccer field maintenance and development.

2.) Judiciary Committee - This committee is chaired by a SWSA member appointed by the President and shall consist of no less than three members, one of whom will be the Judiciary Chair. It shall be the appellate review board for all protests and appeals by SWSA players, teams, and divisions. It shall interpret SWSA By-Laws, policies and rules within the context of Association events and administration. The Judiciary Committee shall maintain written records of its actions and correspondence, and make regular activity reports to the SWSA Board of Trustees.

Any member of the Judiciary Committee or Board of Trustees who has, or appears to have, a vested interest. in the outcome of an appeal or Judiciary Committee action, may not participate as a voting member.

B.) Ad-Hoc Committees

1.) Ad-hoc committees may be established from time to time by the President in order to achieve the goals of the Association. Each of these committees shall have a Chair appointed by the President and shall make regular progress reports to the Board of Trustees.

Section 9 - Fiscal Year and Records

A.) The Association shall keep complete and accurate records of its financial transactions, and shall keep minutes of General, Annual, Special, and Judiciary committee meetings at its principal office. The Association shall also keep a current listing of members eligible to vote at its Annual meeting, including name, address, and phone number, if available. This information will be used annually to notify members of the Annual meeting time and place. All records of the Association may be inspected by any member, or his or her agent or attorney, for any reasonable purpose at any reasonable time.

B.) The fiscal year of the Association shall run from January I through December 31 of any given year.

C.) Team fees will be set by the Board of Trustees and written notice of these fees shall be sent to all team representatives. Team fees will be set as to be sufficient to cover season operations, administration, and growth of the Field Acquisition and Development fund.

Section 10 - Order of Business

The order of business for SWSA General and Annual meetings will typically be as follows:

  1. Roll call
  2. Minutes of last meeting
  3. Treasurer's report
  4. Officer/Committee reports
  5. Old Business
  6. Proposals
  7. By-Law changes, when proposed (Annual meeting only)
  8. Election of Officers (Annual meeting only)
  9. New Business
  10. Adjournment

Section 11 - Communications

A.) The Secretary, as a member of the SWSA Board, is the primary communications contact person for SWSA except when another agent has been designated by the SWSA Board to fill this function. The Secretary, or his or her agent will report to the Board at General meetings on the status of league play and administrative issues. Any communications, issues or decisions beyond the scope of the Secretary will be brought to the attention of the Board or an appropriate Board member.

Section 12 - By-Law Revisions

A.) Changes in, or amendments to, these By-Laws may be proposed and approved when the approval takes place at an Annual meeting.

B.) A proposed amendment to these by-laws must be submitted to the Secretary in writing 20 days prior to the Annual meeting, and must be communicated to the Board members and team representatives 15 days prior to the Annual meeting.

C.) The Board of Trustees may from time to time make temporary rules or regulations governing specific cases or occasions not provided for in these By-Laws, but which may be necessary for achieving the objectives of the Association. This may be done by a majority vote of the Board at a General meeting. Temporary rules so adopted must be reviewed at the next Annual meeting for possible inclusion in these By-Laws.

Section 13 - Rules of Play

The SWSA Rules of Play are established by the Board of Trustees. Adherence to the Rules of Play is monitored by the Referee. Interpretations are provided by the Judiciary Committee.

Section 14 - Robert's Rules and Other Authority

All matters and proceedings of this Association, which are not otherwise stipulated herein, shall be governed by Robert's Rules of order as amended and the rules and regulations of the Thurston County Parks and Recreation Department.

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