EMWSL By Laws

EMWSL BYLAWS

 

as of 02/06/07

Section 1
General Provisions

1.1 Name
The name of the corporation shall be Eastern Massachusetts Women's Soccer League, Inc. The corporation is referred to in these by-laws as the "Corporation" or at times the “League”.

1.2 Location
The principal office of the Corporation shall be located at the home address of its then current or most recent President or Treasurer. The directors may change the location of the principal office in the Commonwealth of Massachusetts by filing a certificate with the Secretary of the Commonwealth of Massachusetts.

1.3 Corporate Seal
The Corporation may adopt and alter a seal.

1.4 Fiscal Year
The fiscal year of the Corporation shall end on December 31 in each year.

1.5 Internal Revenue Code
References in these by-laws to the Internal Revenue Code shall mean the Internal Revenue Code of 1954, as now in force or hereafter amended.

1.6 Gender
Whenever in these by-laws a pronoun of feminine gender is used; it is to be construed as including the masculine gender.

Section 2
Members

2.1 Election and Qualification
The members of the League shall be those teams incorporated into membership by majority vote of the members voting at a bi-annual or regular meeting. Non-member teams shall be eligible for incorporation as a member after one (1) season of play and simultaneous with, but not preceding, the attendance of a team representative at two (2) League meetings.

2.2 Tenure

Each member shall hold office until (i) it fails to play three (3) consecutive seasons in the League or (ii) it does not itself attend, through its own representative and not by proxy, (2) consecutive League meetings.

2.3 Powers and Rights

In addition to the right to elect directors, officers, and other specified administrators and such other powers and rights as are vested in them by law, the articles of organization or these by-laws, the members shall have such other powers and rights as they may designate by majority vote of the membership voting at a bi-annual, regular, or special meeting.

2.4 Suspension or Removal

A member may be suspended or removed with or without cause by vote of a majority of members then in office or with cause by a properly authorized committee. A member may be removed for cause only after reasonable notice and opportunity to be heard.

2.5 Resignation

A member may resign by delivering its written resignation to the President, Treasurer, or Secretary of the Corporation, to a meeting of the members or directors or to the Corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time) and acceptance thereof shall not be necessary to make it effective unless it so states.

2.6 Annual Meetings

(a) The annual meeting of the members shall be held on the second Tuesday in February each year or, if that date is a legal holiday in the place where the meeting is to be held, then on the next succeeding day not a legal holiday. The annual meeting may be held at the principal office of the Corporation or at such other place within the United States as the President, members or directors shall determine. No change in the date fixed in these by-laws for the annual meeting shall be made within sixty (60) days before the date stated herein. Notice of any change or the date fixed in these by-laws for the annual meeting shall be given to all members at least twenty (20) days before the new date fixed for such meeting. The annual meeting shall also be referred to as a bi-annual meeting, and the members shall hold a second bi-annual meeting on the second Tuesday in August each year.

(b) If any annual meeting is not held as herein provided, a special meeting of the members may be held in place thereof with the same force and effect as the annual meeting, and in such case references in these by-laws to the annual meeting of the members shall be deemed to refer to such special meeting. Any such special meeting shall be called and notice shall be given as provided in Sections 2.9 and 2.10.

2.7 Regular Meetings

Regular meetings of the members may be held at such places within the United States and at such times as the members may determine.

2.8 Special Meetings

Special meetings of the members may be held at any time and at any place within the United States. Special meetings of the members may be called by the President or by the directors and shall be called by the Secretary (or in the case of the death, absence, incapacity or refusal of the Secretary, by any other officer) upon written application of three or more members.

2.9 Notice

(a) Annual, Bi-Annual and Regular Meetings. No notice shall be required for annual, bi-annual or regular meetings of members, provided that reasonable notice (i) of the first regular meeting following the determination by the members of the times and places for regular meetings shall be given to absent members, (ii) of an annual meeting not held at the principal office of the Corporation shall be given to each member, (iii) specifying the purpose of an annual or regular meeting shall be given to each member if amendments to these by-laws (as adopted by the directors or otherwise) are to be considered at the meeting, and (iv) shall be given as otherwise required by law, the articles of organization or these by-laws (including Sections 2.7).

(b) Special Meetings. Reasonable notice of the time and place of special meetings of the members shall be given to each member. Such notice need not specify the purposes of a meeting, unless otherwise required by law, the articles of organization or these by-laws or unless there is to be considered at the meeting (i) contracts or transactions of the Corporation with interested persons, (ii) amendments to these by-laws (as adopted by the directors or otherwise), (iii) an increase or decrease in the number of members or directors, or (iv) removal or suspension of a member or director.

(c) Reasonable Notice. Except as otherwise expressly provided, reasonable notice to a member shall consist of notice by regular mail or electronic mail at least forty-eight (48) hours before the meeting addressed to the member’s representative at her usual or last-known business or residence address, or notice to her in person or by telephone at least twenty-four (24) hours before the meeting.

(d) Waiver of Notice. Whenever notice of a meeting is required, such notice need not be given to any member if a written waiver of notice, executed by her (or her attorney thereunto authorized) before or after the meeting, is filed with the records of the meeting, or to any member who attends the meeting without protesting prior thereto or at its commencement the lack of notice to her. A waiver of notice need not specify the purpose of the meeting unless such purposes were required to be specified in the notice of such meeting.

2.10 Quorum

At any meeting of the members, a majority of the members then in office shall constitute a quorum. Any meeting may be adjourned to such date or dates not more than ninety (90) days after the first session of the meeting by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

2.11 Action by Vote

Each member shall have one vote. When a quorum is present at any meeting, a majority of the votes properly cast by members present shall decide any question, including election to any office, unless otherwise provided by law, the articles of organization or these by-laws.

2.12 Action by Writing

Any action required or permitted to be taken at any meeting of the members may be taken without a meeting if all members entitled to vote on the matter consent to action in writing and the written consents are filed with the records of the meetings of the members. Such consents shall be treated for all purposes as a vote at a meeting.

2.13 Proxies

Members must vote in person through their team representatives; proxies are not permitted.

Section 3
Board of Directors

3.1 Number and Election

The directors shall consist of the officers and of those administrators, if any, whose positions have been elected by the members as directors at a bi-annual meeting. At any special or regular meeting, the members or the directors then in office may increase the number of directors by adding another administrator position to the Board and the Chairperson may appoint, or the directors then in office may elect, a person to occupy that position; or the directors then in office may decrease the number of directors by removing an administrator position from the board. A decrease in the number of directors for other reasons may be made only at the annual meeting of members. A director may, but need not be a representative of a member team.

3.2 Tenure

Each director shall hold office until the next bi-annual meeting of members at which her underlying officer or administrator term is scheduled to end and until her successor is elected or until her office is eliminated, or until she sooner dies, resigns or is removed.

3.3 Powers

The affairs of the Corporation shall be managed by the directors who shall have and may exercise all the powers of the Corporation, except those powers reserved to the members by law, the articles of organization or these by-laws.

3.4 Chairperson

The then-current President of the League shall be the Chairperson of the board of directors.

3.5 Committees

The directors may elect or appoint one or more committees and may delegate to each such committee only such limited powers as the vote creating the committee shall specifically set forth. A committee to which a power of the directors is delegated shall consist solely of directors. Unless the directors otherwise designate, committees shall conduct their affairs in the same manner as is provided in these by-laws for the directors. The members of any committee shall remain in office at the pleasure of the directors.

3.6 Suspension or Removal

A director may be suspended or removed (a) with or without cause by vote of a majority of the members then in office or (b) with cause by vote of a majority of the directors then in office. A director may be removed with cause only after reasonable notice and opportunity to be heard.

3.7 Resignation

A director may resign by delivering her written resignation to the President, Treasurer, or Secretary of the Corporation, to a meeting of the members or directors, or to the Corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time) and acceptance thereof shall not be necessary to make it effective unless it so states.

3.8 Vacancies

Any vacancy in the board of directors may be filled by the members or directors. Each director shall hold office for the unexpired term or until she sooner dies, resigns or is removed. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number.

3.9 Regular Meetings

Regular meetings of the directors may be held at such places and at such times as the directors may determine.

3.10 Special Meetings

Special meetings of the directors may be held at any time and at any place when called by the Chairperson of the board of directors or by two or more directors.

3.11 Notice

(a) Regular Meetings. Reasonable notice of the time and place of regular meetings of the directors shall be given to each director. Such notice need not specify the purposes of a meeting, unless otherwise required by law, the articles of organization or these by-laws or unless there is to be considered at the meeting (i) contracts or transactions of the Corporation with interested persons, (ii) amendments to these by-laws, (iii) an increase or decrease in the number of directors, or (iv) removal or suspension of a director.

(b) Special Meetings. Reasonable notice of the time and place of special meetings of the directors shall be given to each director. Such notice need not specify the purposes of a meeting, unless otherwise required by law, the articles of organization or these by-laws or unless there is to be considered at the meeting (i) contracts or transactions of the Corporation with interested persons, (ii) amendments to these by-laws, (iii) an increase or decrease in the number of directors, or (iv) removal or suspension of a director.

(c) Reasonable Notice. Except as otherwise expressly provided, it shall be reasonable notice to a director to send notice by regular mail or electronic mail at least forty-eight (48) hours, or to telegram at least twenty-four (24) hours, before the meeting addressed to her at her usual or last-known business or residence address, or to give notice to her in person or by telephone at least twenty-four (24) hours before the meeting.

(d) Waiver of Notice. Whenever notice of a meeting is required, such notice need not be given to any director if a written waiver of notice, executed by her (or her attorney thereunto authorized) before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to her. A waiver of notice need not specify the purpose of the meeting unless such purposes were required to be specified in the notice of such meeting.

3.12 Quorum

At any meeting of the directors, a majority of the directors then in office shall constitute a quorum. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.13 Action by Vote

When a quorum is present at any meeting, a majority of the directors present and voting shall decide any question, including election of officers, unless otherwise provided by law, the articles of organization or these by-laws.

3.14 Action by Writing

Any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all directors consent to action in writing and the written consents are filed with the records of the meetings of the directors. Such consents shall be treated for all purposes as a vote at a meeting.

3.15 Compensation

Directors may be paid their reasonable expenses, if any, of attendance at each meeting. Directors who are not otherwise employed by the Corporation may be paid such reasonable fees for attendance at directors' meetings or committee meetings as may be fixed by the board of directors, provided that such compensation in no way adversely affects the Corporation's qualification under Section 501(c)(3) of the Internal Revenue Code.

Section 4
Officers

4.1 Number and Qualification

The officers of the Corporation shall be a President, a Treasurer, a Secretary and such other officers, if any, as the directors or members may determine. An officer may but need not be a director or member. The Secretary shall be a resident of Massachusetts unless the Corporation has a resident agent duly appointed for the purpose of service of process. A person may hold more than one office at the same time. If required by the directors, any officer shall give the Corporation a bond for the faithful performance of her duties in such amount as with such surety or sureties as shall be satisfactory to the directors.

4.2 Election

The President, Treasurer, and Secretary shall be elected annually by members at the annual meeting for two year terms. The President and Treasurer terms begin in odd number years; the Secretary and Vice President, if any, terms begin in even number years. Other officers, if any, may be elected by the directors at any time or the members at the annual meeting.

4.3 Tenure

The President, Treasurer, Secretary, and Vice Presidents, if any, shall each hold office until the annual meeting in which her term expires unless a shorter period shall have been specified by the terms of her election or appointment, or in each case until she sooner dies, resigns or is removed.

4.4 Chairman of the Board of Directors

The President shall be the Chairperson of the board of directors. The Chairperson shall preside at all meetings of the directors, except as the directors shall otherwise determine, and shall have such other powers and duties as may be determined by the directors.

4.5 President and Vice Presidents

(a) The President shall be the chief executive officer of the Corporation and, subject to the control of the directors, shall have general charge and supervision of the affairs of the Corporation. The President shall preside at all meetings of the members and at all meetings of the directors, except as the members or directors otherwise determine.

(b) The Vice President or Vice Presidents, if any, shall have such duties and powers as the directors or members shall determine. The Vice President, or first Vice President if there are more than one, shall have and may exercise all the powers and duties of the President during the absence of the President or in the event of her inability to act.

4.6 Treasurer

The Treasurer shall be the chief financial officer and the chief accounting officer of the Corporation. She shall be in charge of its financial affairs, funds, securities and valuable papers and shall keep up full and accurate records thereof. She shall have such other duties and powers as are designated by the directors or the President. She shall also be in charge of books of account and accounting records and of its accounting procedures.

4.7 Secretary

The Secretary shall record and maintain records of all proceedings of the members and directors in a book or series of books kept for that purpose, which book or books shall be kept within the Commonwealth at the principal office of the Corporation or at the office of its Secretary or of its resident agent and shall be open at all reasonable times to the inspection of any member. Such book or books shall also contain records of all meetings of incorporators and the original, or attested copies, of the articles of organization and by-laws and names of all members and directors and the address of each. If the Secretary is absent from any meeting of members or directors, a temporary secretary chosen at the meeting shall exercise the duties of Secretary at the meeting.

4.8 Suspension or Removal

An officer may be suspended or removed with or without cause by vote of a majority of directors then in office at any special meeting called for such purpose or at any regular meeting. An officer may be removed with cause only after reasonable notice and opportunity to be heard.

4.9 Resignation

An officer may resign by delivering her written resignation to the President, Treasurer or Secretary of the Corporation, to a meeting of the members or directors or to the Corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time) and acceptance thereof shall not be necessary to make it effective unless it so states.

4.10 Vacancies

If the office of President, Treasurer, Secretary or Vice President, if any, becomes vacant, the directors shall elect a successor. Each such successor shall hold office for the unexpired term and until her successor is elected, or until she sooner dies, resigns or is removed.

Section 5

Execution of Papers

Except as the directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the Corporation shall be signed by the President or the Treasurer.

Section 6
Indemnification

6.1 Indemnification

The Corporation shall indemnify each of its members, directors, officers, employees and other agents as provided in this section if

(a) such indemnity is legally permissible under its Articles of Organization and applicable law; and (b) only to the extent that the status of the Corporation as an organization exempt under Section 501(c)(7) of the Internal Revenue Code shall not be adversely affected thereby and only to the extent that such indemnity shall not constitute an act of self-dealing under Section 4941(d) of the Internal Revenue Code.

6.2 Circumstances when Indemnity Applies

Subject to the limitations set forth in this section, the Corporation shall indemnify each of its members, directors, officers employees and other agents against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred in connection with the defense and disposition of any action, suit or other proceeding, whether civil or criminal, in which she may be involved, or with which she may be threatened, while in office or thereafter, by reason or her having been such a member, director, officer, employee, or agent, except with respect to any matter as to which she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that her action was in the best interests of the Corporation.

6.3 Compromise Payment

No indemnity shall be provided hereunder in respect to any matter disposed of by a compromise payment by such member, director, officer, employee or agent, pursuant to a consent decree or otherwise, unless such compromise shall be approved, after notice and knowledge that such compromise involves, or will involve, indemnification, as in the best interests of the Corporation by a majority of the disinterested directors then in office, provided, however, that there has been obtained and delivered to all directors an opinion in writing of independent legal counsel to the effect that such member, director, officer, employee or agent appears to have acted in good faith in the reasonable belief that her action was in the best interests of the Corporation.

6.4 Payment in Advance

Expenses, including counsel fees, reasonably incurred by any member, director, officer, trustee, employee or agent in connection with the defense or disposition of any such action, suit or other proceeding may be paid from time to time by the Corporation in advance of the final disposition thereof upon receipt of an undertaking by such individual to repay the amounts so paid to the Corporation if she shall be adjudicated to be not entitled to indemnification or determined under Section 6.3 above not to be entitled to indemnification.

6.5 Other Rights

The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any member, director, officer, employee or agent may be entitled. Nothing contained herein shall affect any rights to indemnification to which corporate personnel may be entitled by contract or otherwise under law.

6.6 Definitions

As used in this section, the terms "members," "directors," "officer," "employee" and "agent" include their respective heirs, executors and administrators; and an "interested" director is one against whom in such capacity the proceedings in question or another proceeding on the same or similar grounds is then pending.

Section 7

Amendments

These by-laws may be altered, amended or repealed in whole or in part by vote of a majority of the members.