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NorthBay Elite Fútbol Club BY-LAWS
ARTICLE I. MEMBERSHIP
 
1.1 VOTING MEMBERSHIP:
(i) All parents or guardians of boys and girls properly registered to a team to participate in the NORTHBAY ELITE FC. ("the Club") Programs, and all adults who are registered with the Club as coaches and assistant coaches.
 
(ii) Each member and member parent or legal guardian has one vote for a maximum of two per family. Each member of the current Board of Directors shall be considered a voting member entitled to (1) vote at the Annual General Meeting, as long as they comply with the above maximum per family.
 
(iii) Voting at the Board of Directors meeting shall include all NorthBay Elite FC Board Members. Each Board member is entitled to one (1) vote, no matter how many positions he/she holds in the Club.
 
1.2 NON-VOTING (ASSOCIATE) MEMBERSHIP:
Sponsors, coaches, referees, skill trainers and committee members, who do not qualify under 1.1
 
(i), shall have associate membership status. All members (voting and non-voting) shall have the privilege to attend AGM and Board meetings and be allowed as guests to address the governing body. An Associate Member cannot vote.
 
1.3 TERM OF MEMBERSHIP:
The term of membership for all Members shall be one (1) seasonal year.
 
1.4 REMOVAL OF A MEMBER:
Any member who has not fulfilled his financial obligations to the Club or whose conduct is detrimental to the purpose of this organization shall be subject to disciplinary action by the Executive Board.  Disciplinary action could result in expulsion from the Club or suspension from the soccer program.
 
The member involved shall be simply notified of the intended action via acknowledged phone call or electronic mail message and may make a statement to the Board before the resolution is put to a vote. The decision of the Executive Board shall be binding on the member and no reason for the expulsion need be given by the Board to any person other than the member involved. 
 
ARTICLE II. BOARD OF DIRECTORS
 
The duties, power and authorities of the Directors shall include, but not be limited to, the
following:

 

2.01 Executive Director

(i) In general, the ED  shall be responsible for the general management and superintendence of the affairs of the corporation. The ED shall preside at all meetings of the members and directors. In all cases where (and to the extent that) the duties of the other directors of the corporation are not specially prescribed by the Bylaws,

Rules or Regulations of the Board of Directors, the ED may prescribe such duties subject to approval by the Executive Board of Directors. The President shall perform the following duties:

The setting of Club missions, goals and objectives

  • Work with the VP of Finance to prepare annual budgets, revised budgets and administer the budget. The annual budget and revised budgets are to be approved by the Executive BOD.

  • Lead the development of long range plans as directed by the BOD

  • Presiding over the annual general meeting and elections

  • Appointment of new Board members in the event of a vacancy subject to approval by the Executive Board of Directors.

  • Presiding over all Board meetings and establishing monthly Board agendas with VP Admin

  • Addressing issues of customer service and legal matters (including consulting with legal representation when necessary and approved by the Executive Board).

  • Involvement in club outreach programs

  • Oversee the Management of the Professional Staff/Coaching Staff

  • Work with the DPD and VP of Administration to ensure the development and implementation of regular and effective communication forums between and among staff members, players, parents, the BOD, and/or the community

 

Supervise the Board of Director positions of:

  1. Director of Discipline and Review

  2. Director of Business Development

  3. Director of Player Development

 

(ii) Candidates for ED at any election for that office shall be a voting member of the Club a minimum of two (2) years immediately preceding the election unless otherwise approved by the Executive Board.

The ED shall provide functions of the Club as defined in the duties set forth:

• Establish a consistent player development philosophy across all NBEFC soccer programs and oversee the implementation of this philosophy with Club coaches working with the DPD.

• Responsible for recommending to the Executive Board of Directors, qualified coaches for the Boys’ and              Girls’ competitive programs.

• Responsible for overseeing the activities of the coaching staff as directed by the Board.

• Attend monthly Executive Board and Board of Directors meetings.

• Develop staff recruitment policies that support Club philosophy and labor laws with the DPD.

• Prepare and administer a coach evaluation process with the DPD.

• Retain qualified coaches.

  • Provide a monthly report to the Executive Board of Directors on any Coaching Staff discipline and red card reporting.

  • Submit recommended coaches for Executive Board approval.

  • Evaluate, educate and mentor coaches regarding all aspects of the Club’s operations, standards and policies; methods to effectively and efficiently administer the Club’s teams and programs and the harmonious operation of staff members, players and parents in the NBEFC organization.

  • Prepare annual evaluations of all Club staff, including one annual written report presented to the BOD as to each employee.   

  • Ensure the development and implementation of regular and effective communication forums between and among staff members, players, parents, the BOD, and/or the community.   

  • Travel to various soccer events as approved by the Executive BOD to promote the Club.

  • Recruit staff members and negotiate proposed salaries in line with budget guidelines and projections provided by the Executive BOD.

  • Work with the Director of Finance to prepare annual budgets, revised budgets and administer the budget. The annual budget and revised budgets are to be approved by the Executive BOD over see the work of the Coaching Directors, organize, participate in and oversee annual team try-outs.  This process includes evaluation of team’s tryout process and staff’s selection criteria, and control over play-up requests.

  • Work to promote players to college programs.

  • Become knowledgeable about and involved with community outreach to promote the Club’s programs and to encourage community support and player participation.  Represent NBEFC at various community or soccer functions, and serve on various committees and/or organizations as requested by the BOD.

The above job description and duties may be expanded, amended or refined from time to time at the discretion of the Executive Board.  .

(iii) The minimum qualifications for an applicant for this position include the following:  

  • USSF “A” license, or NSCAA Premier

  • High level collegiate, professional or semi-professional playing experience

  • Experience training competitive youth soccer teams

  • Experience as a leader or executive within an athletic organization

  • Outstanding oral and written communication skills

(ii)The duties of the ED shall be compensated and such compensation shall be set by the Executive Board of Directors. The ED will be managed by and report to the EBOD.

 


 
2.02 VICE PRESIDENT OF OPERATIONS:
(i) The Director – Operations shall be an Executive member of the Club Board of Directors and in the absence of or disability of the President shall perform all duties of the President and shall perform such other duties as may be prescribed by the Executive Board of Directors. The Director-Operations shall attend all sessions of the Board and all meetings of the members and be responsible for all Operational and Soccer oriented functions of the Club as defined in the duties set forth:
 
• Scholarships
• Implementing and monitoring risk management policies and insurance
• Referee development and management:

  • Referee Education
  • Referee Mentoring
  • Referee Assignment

Supervise the Board of Director positions of:
1. Business Development  
2. Logistics
3. Director of Referees
(ii) If the office of the President becomes vacant, the Director-Operations shall become the interim President for the remainder of the elected term, if he/she meets the requirement to be a candidate for Executive Director at any election as of the date of the vacancy.
Otherwise, the Director - Operations shall retain his/her office and an election for President shall be held in accordance with filling a vacancy.
 
(iii) Candidates for Vice President -Operations at any election for that office shall have been a voting member of the Club a minimum of one (1) year immediately preceding the election.
 
2.03 VICE PRESIDENT OF ADMINISTRATION:
(i) The Director-Administration shall be an Executive member of the Club Board of Directors and in the absence of or disability of the President AND the Director – Operations shall perform all duties of the President and shall perform such other duties as may be prescribed by the Board of Directors.  The Vice President – Administration shall preside at all meetings of the members and directors and be responsible for all administrative functions of the Club as defined in the duties set forth: 
 
• Provide Secretarial assistance for minutes at BOD, AGM and other meetings
• Oversee the Soccer Operations administrative staff
• Sit as a member of the Discipline and Review Committee
• Purchasing and Inventory Management
• Uniform and equipment supplier relationship
• Web site maintenance and content management
• Tracking and development of a volunteer database
• Implement and Oversee Alumni Programs such as:
Database tracking and maintenance
Adult Teams
Supervise the Board of Director positions of: 
1. Registration
2. Communications 
3. Tournaments and Special Events
4. Volunteers
5. Scheduling
 
(ii) Within seven (7) and no less than three (3) days of each meeting, the minutes of the meeting shall be distributed to the board and available to the membership. Notice shall be given of all meetings. The seal of the corporation shall be kept safe and be able to be affixed, when required, and shall be made available to its members, when authorized by the Board of Directors.
 
(iii) Candidates for Vice President-Administration at any election for that office shall have been a voting member of the Club a minimum of one (1) year immediately preceding the election.
 
2.04 VICE PRESIDENT OF FINANCE:
(i) The Vice President-Finance shall be an Executive member of the Club Board of
Directors and shall have custody of all of the corporate funds and security and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Club.  The Director – Finance shall deposit all moneys and other valuable effects in the name and to the credit of the Club in such depositories as may be designated by the Board of Directors. The Director-Finance shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Executive Director and Directors at the regular meetings of the Board, or whenever they require, an account of all his/her transactions as Director-Finance and of the financial condition of the corporation.
 
(ii) The Vice President of Finance is responsible for ensuring the annual report is properly filed with the appropriate Federal and State taxing authorities.
 
(iii) The Vice President-Finance shall have the following duties:
• Chart of Accounts & Financial Accounting
• Financial Reporting (Annual Report and Monthly Reports)
• Budgeting Process
• Supervision of outside accountant
• Annual audit
Supervise the Board of Director positions of: 
1. Director of Treasury  
2. Fundraising
 
(iv) Candidates for Vice President-Finance at any election for that office shall have been a voting member of the Club a minimum of one (1) year immediately preceding the election.
 
2.05 DIRECTOR – DIRECTOR OF RECREATIONAL SOCCER
(i) The Director of Recreational Soccer shall be an Executive member of the Club Board of Directors.  The duties of the Director of Recreational Soccer shall be:
• Manage the NorthBay Elite Fútbol Club Recreational Soccer Program.  This program shall be an introduction to soccer and is designed for fun, physical activity, enjoyment and learning the game of soccer.  There will be no tryouts for this program. 
• Serve on the Executive Board of Directors.
• Manage and appoint such Directors as necessary.  Such Directors shall support in the areas of finance, registration, coaching and discipline.
 
(ii) Candidates for Director of Recreational Soccer at any election for that office shall have been a voting member of the Club a minimum of two (2) consecutive years immediately preceding the election.
 
2.06 DIRECTOR OF DISCIPLINE & REVIEW:
(i) The Director of Discipline and Review shall attend, when necessary, sessions of the Board and meetings of the members and be responsible for all Discipline and Compliance related issues of the Club as defined in the duties set forth: 
• Serve as the Club representative for NorCal Premier League and US Club Soccer oversee compliance with league rules governing conduct under by-law 9.03 (Discipline and Hearings)
• Oversight and implementation of the Player/Parent and Coach policies
• Establish policies for discipline and review discipline & review Committee
• Maintain the Club Constitution and By-Laws
 
(ii) Candidates for Director of Discipline and Review at any election for that office can be appointed by the Executive Board of Directors without having been a member of the club prior to the appointment.  

 

2.07 DIRECTOR OF Player Development:

(i)Director of Player Development  (DPD) is a contracted employee of the NorthBay Elite Fútbol Club. The DOC shall not provide soccer coaching or soccer management services or work for any other persons or entities during his/her DPD employment without approval from Executive Board.  The shall be a member of the Board and have full voting rights unless the vote would directly affect the DPD position or contract.

 

(ii)The DPD is hired by and reports to the Executive Board of Directors (EBOD) of the Club, and will be a member of the Board of Directors.  The DPD is responsible for overseeing the Coaching Director(s) and Coaching Staff and representing NBEFC at certain community and soccer events.  The DPD shall submit regular progress reports and recommendations at BOD meetings or as otherwise requested by the BOD or the Executive Board. The ED shall provide functions of the Club as defined in the duties set forth:

• Establish a consistent player development philosophy across all NBEFC soccer programs and oversee the implementation of this philosophy with Club coaches.

• Responsible for recommending to the Executive Board of Directors, qualified coaches for the Boys’ and              Girls’ competitive programs.

• Responsible for overseeing the activities of the coaching staff as directed by the Board and ED.

• Attend monthly Executive Board and Board of Directors meetings.

• Develop staff recruitment policies that support Club philosophy and labor laws with the ED.

• Prepare and administer a coach evaluation process.

• Retain qualified coaches.

  • Provide a monthly report to the Executive Board of Directors on any Coaching Staff discipline and red card reporting.

  • Submit recommended coaches for Executive Board approval.

  • Evaluate, educate and mentor coaches regarding all aspects of the Club’s operations, standards and policies; methods to effectively and efficiently administer the Club’s teams and programs and the harmonious operation of staff members, players and parents in the NBEFC organization.

  • Ensure the development and implementation of regular and effective communication forums between and among staff members, players, parents, the BOD, and/or the community.   

  • Travel to various soccer events as approved by the Executive BOD to promote the Club..

  • Work to promote players to college programs.

  • Become knowledgeable about and involved with community outreach to promote the Club’s programs and to encourage community support and player participation.  Represent NBEFC at various community or soccer functions, and serve on various committees and/or organizations as requested by the BOD.

The above job description and duties may be expanded, amended or refined from time to time at the discretion of the Executive Board.  .

(iii) The minimum qualifications for an applicant for this position include the following:  

  • USSF “A” license, or NSCAA Premier

  • High level collegiate, professional or semi-professional playing experience

  • Experience training competitive youth soccer teams

  • Experience as a leader or executive within an athletic organization

  • Outstanding oral and written communication skills

(ii)The duties of the Director of Player Development  shall be compensated and such compensation shall be set by the Executive Board of Directors.  The Director of Player Development shall be managed by the ED.


 

Scope of Services:

The DPD is assigned to manage his primary functions as described below as well as the following:

*Manage and oversee NBEFC Rec Program, NBEFC Camp Program, U8 Academy Program, Coaches Education and Promotion program.

 

Primary:

The Program Director: 

The Program Director will be appointed by the Executive Board within the Board of Directors.  The duties of the Program Director shall be:

  1. Establish and manage NBEFC Recreational Program within the player development philosophy of NBEFC and oversee the Recreational Program.

  2. Responsible for recomending to the Director of Coaches, qualified coaches and players for the Boys’and Girls’ competitive programs.  

  3. Attend monthly Executive Board of Directors and Board of Directors meetings and provide a report on current and up coming programs. Develop both player and coaching recruitment policies that support club philosophy and labor laws as well as adhere to NorCal Ethics Policy.

  4. Be present and involved in club training and coach/player evaluation at each training session (unless excused by Director of Coaching or other Executive Board members should Director of Coaching not be available) and attend as many games for each team as is reasonably possible to aid in further coach and player evaluations


 

Secondary:

The DPD shall also provide the following services to the club during the term of this agreement:

 

  1. Participate in Club tryouts and work with Club coaches regarding their roster decisions.

  2. Provide assistance and arrange all substitute coaching for Club teams for all games and tournaments as necessary.

  3. Adhere to the Club Constitution and By-Laws.

  4. Continue personal and professional coaching education (undergraduate, graduate degrees, coaching licenses, certificates, seminars).  The Club agrees to cover the cost of an annual coaching class not to exceed $1,500 per year. All coaching education must be pre-approved by the Club Executive Board to be eligible for reimbursement.

 

Payment for Services

The DPD shall be paid on a percentage basis of 70 percent of the gross profit from Programs. 30 percent of the gross profit will be used to cover the cost of running programs and if the overhead for the program is less than 30 percent NBEFC will pay the differnce in compensation. If the Program’s overhead is more than 30 percent of the gross of the Program, NBEFC reserves the right to negotiate terms of service. Both parties must agree upon new terms of service and sign a seperate contract.


Payment for services will be made in the name of the DPD. DPD shall be paid on the 10th day of each month for the previous month’s services.


 
2.08 DIRECTOR OF REGISTRATION:
(i) The Director of Registration shall attend all sessions of the Board and all meetings of the members and be responsible for all member registration functions of the Club as defined in duties below:

  • Registration for all programs:
  • Administer and process all medical forms and all loan and travel papers required for participation in the NorCal Premier League.
  • Administer and process all medical claims. 
  • Prepare and sign season and tournament participation forms
  • Maintain and keep current all Club records.
  • Establish registration dates, times, places and recruit club members to assist in orderly registration of players and explanation of programs.
  • Maintain records until child has all required information submitted, a copy of birth certificate, photograph, etc., and has been assigned to a team participating in either the US Club Soccer or NorCal Premier Soccer League.
  • Provide all registrants with the current names and phone numbers of Club officials and directors as may be appropriate at the time of registration.
  • Create and Maintain a Member Database 

(ii) Candidates for Director of Registration at any election for that office shall be a voting member of the Club a minimum of one (1) year immediately preceding the election and will be managed by the Director of Administration
 
2.09 DIRECTOR OF BUSINESS DEVELOPMENT:
(i) The Director of Business Development shall attend all sessions of the Board and all meetings of the members and be responsible for all new business development functions of the Club as defined in the duties set forth:
• Development of Club Sponsorships/Sponsor Packages
• Development and implementation of Club Fundraisers
• Grant writing
• Paid Advertising
• Merchandise Sales
• The establishment of an annual business plan and calendar 
 
(ii) Candidates for Director of Business Development at any election for that office shall be a voting member of the Club a minimum of one (1) year immediately preceding the election and will be managed by the President.
 
2.10 DIRECTOR OF LOGISTICS:
(i) The Director of Logistics shall attend all sessions of the Board and all meetings of the members and be responsible for all Field, Facilities and Soccer Equipment of the Club as defined in the duties set forth:
• Fields acquisitions and city/school relationships
• Maintain inventory and adequate supply of Field equipment and maintenance of this equipment (Nets, Goals, Paint, etc.)
• Maintain inventory and adequate supply of Coach training equipment (Bibs, cones, etc.)
 
(ii) Candidates for Director of Logistics at any election for that office shall be a voting member of the Club a minimum of one (1) year immediately preceding the election and will be managed by the Director of Operations.
 
2.11 DIRECTOR OF COMMUNICATIONS:
(i) The Director of Communications and Marketing shall attend all sessions of the Board and all meetings of the members and be responsible for all public Communications and
Marketing activity of the Club as defined in the duties set forth below:
• Information Systems/Networking
• Publicity
• Press Releases
• Member communication
• Establish and Maintain Member Email data base
• Logo and image management
 
(ii) Candidates for Director of Communications and Marketing at any election for that office shall be a voting member of the Club a minimum of one (1) year immediately preceding the election and will be managed by the Director of Administration.
 
2.12 DIRECTOR OF TOURNAMENTS AND SPECIAL EVENTS:
(i) The Director of Tournaments and Special Events shall attend all sessions of the Board and all meetings of the members and be responsible for all NorthBay Elite FC organized Soccer Tournaments and Special Event activities of the Club as defined in the duties set forth below:
• Tournaments (Fall and Winter)
• Pictures 
• Annual Awards and Banquet
 
(ii) Candidates for The Director of Tournaments and Special Events at any election for that office shall be a voting member of the Club a minimum of one (1) year immediately preceding the election and will be managed by the Director of Administration
 
2.13 DIRECTOR OF TRAINING:
(i) The Director of Training (Technical Director) shall attend all sessions of the Board and all meetings of the members and be responsible for all NorthBay Elite FC Programs as defined in the duties set forth below:
• Development of NorthBay Elite FC "style of play" and coaching curriculum
• Development of coaching education programs
• Selection, training and supervision of coaches 
• Technical advancement and benchmarking of coaches
 
(ii) The Director of Training shall be compensated and such compensation shall be set by the Executive Board of Directors.  The Director of Training shall be managed by the Executive Director and Director of Coaching.
 
2.14 DIRECTOR OF SCHEDULING:
(i) The Director of Scheduling shall attend all sessions of the Board and all meetings of the members and be responsible for all NorthBay Elite FC Programs as defined in the duties set forth below:
• Participation at the monthly board meetings  
• Field scheduling for the NBEFC teams at the Club’s various field locations, based on the Master Game Schedules provided by the NorCal Premier League.
• Generation of the Master Game Schedules for the Club.   
• Progress tracking of team performance solely to serve the purpose of fair and balanced games for future registration within tournaments, NorCal State Cup and NorCal Premier League play. 
• Processing of request for game and/or field rescheduling in general. 
• Provide support to tournament events including:
• Determination of proper team seeding using team results in the past, 
• Generate the schedules for the tournament 
• Communication of all schedules and updates to the Club through weekly e-mailing.   
• Weekly verification of the game schedules against Referee Assignment database. 
• Close cooperation with the Referee Coordinator to ensure proper Referee staffing. 
 
(ii) Candidates for Director of Scheduling at any election for that office shall be a voting member of the Club a minimum of one (1) year immediately preceding the election and will be managed by the Director of Administration
 
2.15 DIRECTOR OF TREASURY:  
(i) The Director of Treasury shall share custody of all of the corporate funds and security with the Director - Finance and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Club.  The Director of Treasury shall when necessary deposit all moneys and other valuable effects in the name and to the credit of the Club in such depositories as may be designated by the Board of Directors. The Director of Treasury shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Director Finance and Directors at the regular meetings of the Board, or whenever they require, an account of all his/her transactions and of the financial condition of the corporation.
 
(ii) The Director of Treasury shall have the following duties:
• Financial Reporting (Annual Report and Monthly Reports)
• Accounts Payable
• Work with an outside accountant for IRS and State tax reporting and audits
• Accounts receivable and collections
• Payroll
 
(iii) Candidates for Director of Treasury at any election for that office shall have been a
voting member of the Club a minimum of two (2) consecutive years immediately
preceding the election and will be managed by the Director of Finance.
 
2.16 DIRECTOR OF REFEREES 
(i) The Director of Refereeing shall be responsible for recruiting, training, and proper certification of all Club referees’ as necessary.  The Referee Coordinator shall be responsible for assigning and assessing all Referees for events sanctioned by NBEFC.
 
(ii) The Director of Refereeing shall promote the advancement and upgrading the level of performance of all referees who serve NBEFC.  
 
(iii) The Director of Refereeing shall be an active member in the United States Soccer Federation, in an effort to maintain an up to date knowledge of referee activities and requirements.
 
(iv) The Director of Refereeing shall be responsible for conducting yearly rules and regulations clinics for all club referees and coaches.  The Referee Coordinator shall be a member of the Discipline and Review Committee.
 
(ii) Candidates for Director of Refereeing at any election for that office shall be a voting member of the Club a minimum of one (1) year immediately preceding the election and will be managed by the Director of Operations.
 
2.17 DIRECTOR OF FUNDRAISING:
(i) The Director of Fundraising shall attend all sessions of the Board and all meetings of the members and be responsible for all fundraising functions of the Club as defined in the duties set forth:

  • Coordinate fundraising activities in order to meet the current and future financing needs of NBEFC as determined by the Executive Board of Directors.
  • Serve as primary liaison between NBEFC and any professional fundraising consultants, as necessary
  • Coordinate activities of fundraising volunteers, as necessary
  • Issue periodic reports to the Board as to fundraising updates

(ii) Candidates for Director of Fundraising at any election for that office shall have been a member of the Club a minimum of one (1) year immediately preceding the election unless otherwise approved by the Executive Board and will be managed by the Director of Business Development
 
2.18 DIRECTOR OF VOLUNTEERS:
(i) The Director of Volunteers shall attend all sessions of the Board and all meetings of the members and be responsible for all volunteer functions of the Club as defined in the duties set forth:

  • Identify team parents to handle team ancillary duties during the season.
  • Organize, identify and coordinate volunteer activities for NBEFC utilizing parent volunteers to support activities needed for each season including tournaments, fields, equipment, etc., for NBEFC Directors and Board Members.
  • Maintain communications with volunteer force during each season.
  • Organize the scheduling of parents to work as field marshals during relevant tournaments.
  • Tracking and development of a volunteer database 

(ii) Candidates for Director of Volunteers at any election for that office shall have been a member of the Club a minimum of one (1) year immediately preceding the election unless otherwise approved by the Executive Board. and will be managed by the VP of Administration. 
 
2.19 DEFINITIONS
(i) GIRLS and BOYS COMPETITIVE PROGRAMS are considered part of the NorthBay
Elite FC and are comprised of teams for which the players are required to attend developmental workouts and or try-outs for players 10 years of age and older.
 
(ii) GIRLS and BOYS DEVELOPMENTAL PROGRAMS are considered part of the
NorthBay Elite FC and are comprised of teams for which the players are required to attend developmental workouts for players 9 years of age and younger.
 
(iii) The name "NorthBay Elite FC", followed by the age/level/gender identification e.g.
NorthBay Elite FC "97 /Blue / (Boys)" will be the proper team nomenclature for all competitive and developmental teams.  Teams may adopt of “moniker” at the end of their name to be referred to.  Such moniker shall only be the name of a Professional Soccer (or Futbol) Club, Academy or Team e.g.“NorthBay Elite FC "97 /Blue / (Boys) – Arsenal”. 
Any portion of this entire name, along with the NorthBay Elite FC logo(s) remains the sole and exclusive property of NorthBay Elite FC and can only be used with the express permission of the Board of Directors for any merchandise, marketing, or non-authorized NorthBay Elite FC team purpose.
 
(iv) NorthBay Elite Soccer Academy (NBESA) –is a club organized program that will use defined curriculum and qualified staff to teach individual skills to Division IV Under-
12, 11, 10, 9, 8, 7 and 6 youth players in a team training format that is in an age appropriate learning environment.  A NBESA Committee (comprised of the Club Director of Coaching, Academy Director and an Executive Board representative) will be responsible for oversight of the Academy programs within NBEFC.   Oversight will include, but not be limited to, approval of Academy applications and review of an Academy’s ongoing operations.   This committee will be a sub-committee of the NorthBay Elite Fútbol Club.
 
The Academy sign up and registration is open to any age eligible (U8, U9 U10 or U11) player from within the NorthBay Elite Fútbol Club.  The number of players eligible to participate in an Academy shall be based upon the number of teams being formed.   A player may not be excluded from participating in an Academy program for any other reason.  
 
Academy teams shall establish a level of play to accommodate Academy teams to avoid impacting NorthBay Elite Fútbol Club teams.   Recreational teams shall be encouraged to participate in an Academy level of play if they desire.   
 
2.20 OFFICERS AT LARGE:
(i) Officers at Large will be assigned by the Executive Board of Directors as required and approved by a 2/3 majority of the EBOD. With theExecutive Board’s approval an Officer at Large may hold more than one position, as requested by the Board, and will be a voting member of the Board. Candidates for this position at any election for that office shall have been a voting member of the Club a minimum of one (1) year immediately preceding the assignment.
 
2.21 TERM OF OFFICE:
(i) All volunteer officers of the Board of Directors shall be elected by ballot to hold office.  The terms of the officers shall be staggered.  The offices of President,  Vice President of  Finance, Operations, Administration, and Recreational Youth Soccer shall be elected to a two year term and their term of office shall begin at the conclusion of the AGM.  All other officers of the Board of Directors shall initially be elected to a one year term, and thereafter shall be elected to a two year term.  Their term of office shall begin at the conclusion of the AGM. The Director of Coaching shall have a term approved by the Executive Board of Directors and subject to contractual terms.
 
2.22 VACANCY:
(i) Should any Director resign or otherwise vacate his or her office during the elected term, the office may be filled for the remainder of the term by election by a majority of the Executive Board of Directors provided that the candidate meets all requirements needed to hold that office.
 
(ii) By a 2/3 majority, the Board of Directors may remove an Officer not performing the duties of the office for which he or she was elected.
 
(iii) An Officer of the Board shall automatically lose his voting privileges on the Board if he/she misses three consecutive meetings or if he/she accumulates four absences during a given business year, from the time he/she was elected as an Officer of the Board. Without the need of a motion, it shall be mandatory for the Board of Directors, at the meeting immediately following the violation of the requirements for attendance to take a written ballot vote to determine whether the Officer should be removed from the Board of Directors. A record of attendance shall be kept by the Vice President of Administration.
 
2.23 ADDITIONAL POWERS:
(i) In addition to the powers and authorities expressly conferred upon it by these Bylaws, the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by Articles of Incorporation or by these Bylaws otherwise prohibited.
 
III. ARTICLE – MEETINGS
 
3.01 LOCATION OF MEETINGS:
(i) All meetings of the members shall be held in the city of Fairfield, Napa, Vacaville, Suisun City, American Canyon or Vallejo, State of California.
 
(ii) Board of Directors or Committee meetings can be held at any other place within California, with the date, time and location to be determined by the appropriate governing authority.
 
3.02 ANNUAL GENERAL MEETINGS:
(i) The Annual General Meeting of the members shall be held no later than July 31st of each year on a date selected by the Board of Directors.  All members shall be notified by electronic message and by publication on the Club website, at least twenty (20) days in advance as to the date, time and location of the meeting.  
 
(ii) Proposals of business to be submitted at the AGM by a member shall be submitted to the Director Administration, in writing, 15 days before the scheduled AGM. 
 
(iii) Nominations of Office shall be from the floor. Any candidate for Office unable to attend the meeting shall state his intention to the President or Vice President of Administration, in writing, at least 7 days prior to the AGM.
 
(iv) Elections shall be by ballot for all officers. When there is only one (1) candidate for an Office, a vote must still be taken in accordance with the normal guidelines for electing an officer. Votes will be counted by the Vice President of Operations or designee and verified by the Vice President of Finance or designee.  Votes will be counted in view of the AGM attendees.
 
3.03 REGULAR MEETINGS OF THE BOARD OF DIRECTORS
(i) Regular meetings of the Board of Directors shall be held at least once every three months.  The Board of Directors may change the time and date of such monthly meeting by a majority vote of such Directors at any regular monthly meeting of such Board. Notification of the time and location shall appear in the Minutes of the latest meeting.
 
(ii) The agenda for regular meetings shall be as follows:
1. Call to Order
2. Acceptance of Minutes
3. Introduction of Guests
4. Executive Board Reports 
5. Director Reports
6. Unfinished Business
7. New Business
8. Open Discussion
9. Adjournment 
 
(iii) At all monthly meetings all issues to be resolved shall be debated in an informal fashion and finalized by Robert’s Rules of Order, current edition.
 
(iv) There may be times when members or non-members of the Club who wish to attend
Board meetings will be asked to leave so that internal and private matters may be discussed. The option to exclude a member from a Board meeting is solely at the discretion of the Board, as decided by a majority vote.
 
3.04 SPECIAL MEETINGS OF THE BOARD OF DIRECTORS
(i) Special meetings of the Board of Directors may be called by the Executive Director, and shall be called by the Executive Director (or other Director performing his or her duties) at the request of two (2) Directors.
 
(ii) Such request shall state in writing the purpose or purposes of the proposed meeting.
Notice of special meeting shall be given by the Director - Administration (or other Director performing his/her duties) personally, or by telephone, electronic mail, or in writing.
Such notice shall be given no less than five (5) days before the meeting.
 
(iii) The business transacted at a special meeting shall be confined to the purposes stated
in the contact.
 
3.05 QUORUM AT BOARD OF DIRECTORS MEETINGS:
 
(i) In accordance with ARTICLE V of the Articles of Incorporation, one-half (1/2) of the number of Directors then serving shall constitute a quorum for the transaction of business at a meeting of the Board of Directors. If, however, such Board members shall not be present at any meeting of the Board of Directors, the Board members entitled to vote thereat, present in person, shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting, until the requisite amount of Board members shall be present. At any adjourned meeting at which the requisite number of Board members shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.
 
3.06 SPECIAL MEETINGS OF THE MEMBERS
(i) A Special Meeting of the members for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Executive Director or Director-Administration, at the request in writing of a majority of the Board of Directors or at the request in writing of twenty-five (25) members. Such request shall state the purpose or purposes of the proposed meeting. The business transacted at a Special Meeting shall be confined to the subject stated in the request. The Board of Directors shall make all decisions concerning any proposal brought to it at a Special Meeting.
 
3.07 QUORUM AT MEMBERSHIP MEETINGS
(i) Fifteen (15) or more members shall constitute a quorum at all meetings of the members for the transaction of business, except as otherwise provided by law. If however, the requisite number of members shall not be present at any meeting of the members, the members entitled to vote thereat, present in person, shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting, until the requisite amount of members shall be present. At any adjourned meeting at which the requisite number of members shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.
 
3.08 EMERGENCY MEETINGS 
(i) An emergency shall be defined as an unusual circumstance or event not covered by the Club policies and requiring immediate attention. Only the Executive Director, or in his or her absence, his designated replacement, has the authority to call an emergency meeting.
 
(ii) Notification: All procedures of notification shall be waived and the Executive Director, with the help of available Directors shall contact by phone, e-mail or in person, all Directors, if possible, and proceed with the meeting. A quorum must be present to render a decision.
 
(iii) Any decision rendered at such emergency meeting shall be of temporary nature if not presented to and approved by the Board of Directors at its next regular monthly meeting, and shall expire as of the next regular monthly meeting (following the emergency meeting) unless otherwise presented to and approved by the Board.
 
3.09 COMMITTEE MEETINGS
(i) The order of business and the procedure under which the meeting is conducted will be documented by the Club in the Club’s minutes, which shall be approved by the Board of Directors at the Annual General Meeting.
 
ARTICLE IV – COMMITTEES
4.01 Standing Committees may include but shall not be limited to:
 
(i) Executive Committee (comprised of the President, Vice President of Finance, Vice President of Administration, Vice President of Operations, Director - Recreational Soccer, Director of Coaching and appointed members at large). The primary role of the Executive Committee shall be employee, financial, risk management, and business development issues and concerns.
 
(ii) Player Registration Committee (registration for the club and leagues)
 
(iii) Rules and Revisions Committee (Constitution, Bylaws, etc.)
 
(iv) Discipline Committee (Misconduct, Policies violations, etc.)
 
(v) Tournament Committee
 
(vi) NorthBay Elite Soccer Academy Committee
 
4.02. Annual General Meeting
(i) Before July 31 of each year, (or any time before) a regular meeting of the Board of Directors, the Chair of each committee shall submit for approval the names of his or her committee embers. Each Committee Chair, with the assistance of his or her committee members, shall have the authority to formulate Rules and Regulations in compliance with the policies of the Club.
 
4.03 The Board of Directors shall appoint other committees as may be necessary to assist the Board of Directors in the performance of its duties.
 
(i) Standing Committees once established, shall operate for the remainder of the term for the Board that established the Standing Committee.
 
(ii) Special Board of Directors appointed committees can be dissolved by a simple majority vote of the Board of Directors at any time.
 
4.04 All operating policies, procedures, and guidelines must be approved by the Board of Directors.
 
ARTICLE V - RECORDS AND REPORTS
5.01 The Club shall maintain adequate and correct accounts, books, and records at the Club's principal place of business. The Vice President of Administration shall be responsible for the maintenance of the administrative records. The Vice President of Finance shall be responsible for the maintenance of the financial records and have the books available for inspection in accordance with Bylaws, Article 2.02. 
 
5.02 The money of the Club shall be deposited in the name of the Club in such bank or banks or credit union or trust company or trust companies as the  Executive Board of Directors shall designate and shall be drawn out only by a check signed by the Vice President of Finance, Vice President of Operations, or Vice President of Administration. All receipts and expenditures shall be presented and approved at the regular monthly meetings. Contract and indebtedness shall be executed by the Board of Directors in compliance with the
Articles of Incorporation, ARTICLE III - B (1, 2 3, 4, 5) and ARTICLE VII. No one other than the Executive Board can make binding financial commitments on the Club’s behalf, and no one other than the Board has the right to use the NorthBay Elite FC Tax I.D. Number associated with NorthBay Elite FC, without the prior written approval of the Board.
 
5.03 AUDIT: The Vice President of Finance shall hire an outside accounting firm to review the books and records of the Club. Such firm will review the books and records of the prior year’s activities no later than two (2) months from the installation of the new Board of Directors. In addition thereto, the firm shall establish rules and regulations and procedures as it deems necessary or proper for the checks and balances relating to the audit of the books and records of the Club.
 
5.04 ANNUAL REPORT: At the Annual General Meeting, the Vice President of Finance shall have available for distribution to the general membership a written financial report of the Club.
 
ARTICLE VI. – CLUB LOGO
6.01: The Club logo shall consist of a shield containing a black and white soccer ball descending from three navy blue stripes into two navy blue olive branches outlined in gold, beneath the club name NORTHBAY ELITE F.C. in all caps, all navy blue and outlined in gold.  The shield shall be bounded by a gold stripe that is then bounded by a navy blue stripe.
 
ARTICLE VII. - STATUTORY AGENT
7.01: The Statutory Agent of the Club in California, upon whom all notices and processes including summons, may be served, is the Director of Administration of the Club, who at the time of his or her appointment is a bona fide resident of California for at least three (3) years. The
Board of Directors may change the Statutory Agent of the corporation in California by a majority vote of the Directors at any regular meeting of the Board of Directors.
 
ARTICLE VIII. - INSURANCE
8.01: NorthBay Elite FC shall provide an umbrella liability policy covering the Board of Directors, coaches, assistant coaches and referees, or insure that such coverage is provided by other means.
 
ARTICLE IX. -  RULES AND REGULATIONS
9.01 By a two thirds (2/3) majority, the Board of Directors shall have the authority to adopt or amend temporary rules and regulations which shall expire at the conclusion of the Annual General Meeting if not adopted by the membership, to become a Standing Rule, Policy or Regulation. Any Temporary Rule, Policy or Regulation not adopted by the membership shall not be reinstated by the Board of Directors as a Temporary Rule, Policy or Regulation.
 
9.02 Standing Rules, Policies and Regulations shall have been adopted by the General Membership and shall be subject to amendment by the membership only in the fashion prescribed in the Rules and Regulations.
 
9.03 Discipline and Hearings:
(i.) Suspension or expulsion for reasons other than detrimental conduct or failure to meet financial obligations (as addressed in By-Law 1.04) except for reason of game misconduct, which are addressed in Section (v) (2), any member, team, player or coach of the NBEFC may be suspended or expelled from any membership by a resolution passed by not less than two thirds (2/3) of the Board voting. (Situations may include the involvement of any member, team, player, or coach with the violation of these By-Laws, or any procedural standards commonly followed by US Club Soccer or The NorCal Premier League, or non-assaultive or non-abusive acts which nonetheless contravene, or are deemed inconsistent with, the principles and standards of good sportsmanship.)
(ii). The member, team, player or coach involved shall be notified of the intended action seven (7) days prior to the vote via certified letter or acknowledged phone call or electronic mail message and may make a statement to the Board before the resolution is put to a vote. The decision of the Board shall be binding on the member and no reason for the expulsion need be given by the Board to any person other than the member involved. 

 

  • Appeals to decisions of expulsion or suspension shall be made to the Executive Board.
  • Suspended or expelled members may apply for re-admission to the Club by means of written request to the Board. A two-thirds (2/3) vote of the Board voting is required for a suspended or expelled member to be re-instated to the Club. (ii.) Suspension or Expulsion for Game Misconduct Game misconduct may occur before, during or after the match at the location of the match. Misconduct toward game officials, coaches, players or spectators may occur before, during or after the match. Misconduct toward game officials, coaches, players or spectators may also occur during travel to and from the match and at later times when directly related to duties of a game official as a referee or when directly related to the playing of a particular game.

 
Terms and Conditions:
(1) "misconduct" includes, but is not limited to, assault and abuse as described below.
(2) "game misconduct" includes but is not limited to, actions other than those of abuse or
assault which violate the basic principles of the League regarding sportsmanship and fair
play.
(3) "referee" includes the following: 
        a) All currently registered USSF referees, linesmen, 4th officials or others duly
appointed to assist in officiating in a match.
        b) Any non-licensed, non-registered person serving in an emergency capacity as a
referee.
        c) Any club linesmen.
(4) "coach" includes all currently registered team coaches, assistant coaches, team
managers or trainers.
(5) "player" includes all currently registered persons listed on an official roster as a player
on a particular team.
(6) "spectator" includes all parents, relatives or friends of a particular team member who
attended a particular game or event involving that team.
(7) "assault" includes, but is not limited to, the following acts: hitting, kicking, punching,
choking, spitting at or on, spewing any beverage upon a person, grabbing or bodily
running into, the act of throwing an object that could inflict injury, or damaging clothing
or personal property.
(8) "abuse" includes, but is not limited to, the following acts: using foul or abusive
language, spewing any beverage upon a person's personal property, or verbally
threatening another person. Note: Verbal threats are remarks that carry the implied or
direct threat of physical harm. Such remarks as "I'll get you after the game" or "You
won't get out of here in one piece" are some examples of abuse.
 
(iii.) Jurisdiction
(1) Assault or Abuse of a Referee: When any player, coach, manager, club official or game official assaults or abuses a referee, the responsibility to adjudicate the matter shall rest with the NBEFC Director of Discipline and Review, and all pertinent data and evidence shall be immediately given to the NBEFC Director of Discipline and Review.
(2) Other Assault or Abuse and Game Misconduct: When any player, coach, manager, club official or spectator assaults or abuses another player, coach, manager, club official or spectator or commits an act of game misconduct, the responsibility to adjudicate the matter shall rest with the NBEFC Director of Discipline and Review.
 
(iv.) Hearings
All reports of referee assault or abuse shall be made to the NBEFC Director of Discipline and review. The NBEFC Director of Discipline and Review shall oversee a review body to hear all reports of assault, abuse or game misconduct and shall make appropriate recommendations to the Club Board of Directors.
 
(v.) Discipline 
(1) Assault: 
a) When an allegation of assault is verified by the Club, the person is automatically suspended until the hearing on the assault. 
b) The Club must hold a hearing within fourteen (14) days of the abuse or assault. If the
Club does not adjudicate the matter within that time period, the jurisdiction shall immediately vest with the NBEFC Director of Discipline and Review to adjudicate the matter. 
c) Failure to hold the initial hearing shall not rescind the automatic suspension.
 
(2) Abuse and/or Game Misconduct:
a) In cases of report of abuse or game misconduct, a hearing is held only when requested by the alleged assailant or otherwise deemed appropriate by the Club. 
 
(vi.) Penalties and Suspensions
(1) Assault: The player, coach, manager or official committing the assault shall be automatically suspended from NBEFC for a period of at least one (1) year from the time of the assault. If serious injuries were inflicted, the minimum suspension period shall be up to five (5) years. Shorter periods of suspension can be approved by majority vote of the NBEFC Director of Discipline and Review if circumstances warrant, and in addition, longer suspension periods may be provided as well.
 
(2) Abuse: The minimum suspension period for abuse shall be at least two (2) scheduled matches within the League. A match shall count toward the suspension period only if it is actually played. A longer suspension may be provided if circumstances warrant.
 
(3) Game Misconduct: The minimum suspension period for game misconduct shall be at least one (1) scheduled matches within the Club. A match shall count toward the suspension period only if it is actually played. A longer suspension may be provided if circumstances warrant.
 
(vii). Appeals A person who is found to have committed the assault or abuse may appeal to the Club’s Executive Board.
 
(viii.) Reporting Procedure
(1) Referees reporting an assault or abuse on a referee shall follow USSF Rule 3042.
(2) A person reporting an assault and/or abuse other than a referee assault or abuse shall transmit a written report of the alleged assault and/or abuse, within forty-eight (48) hours of the incident (unless there is a valid reason for later reporting) to the NBEFC Executive Board and the NBEFC Director of Discipline and Review.
(3) A person reporting an incident of game misconduct shall transmit a written report of the alleged game misconduct within forty-eight (48) hours of the incident (unless there is a valid reason for later reporting) to the NBEFC Executive Board and the NBEFC Director of Discipline and Review.
(4) The Director of Discipline and Review shall report to the Executive Board of
Directors the final determination(s) and suspension(s) resulting from all reports of assault and/or abuse, and game misconduct for which it has adjudication.
 
ARTICLE X.- AMENDMENTS TO THE BY-LAWS
10.01 The Bylaws of the Club may be amended by a three fourths (3/4) vote of the Board of Directors.
 
10.02 Any proposal to amend the Bylaws of the Club may be made by any member of the Club.
 
10.03 Any proposal or motion to amend the Bylaws must be made in writing to the Director -
Administration no later then the fifth (5th) of each month and notice of the proposals or motions shall be published in writing or posted on the Club website, to all members at least thirty (30) days in advance of the Meeting to approve. 
 
10.04 Any amendment to these Bylaws adopted at the Annual General Meeting shall become effective at the adjournment of the Annual General Meeting.
 
ARTICLE XI - PARLIAMENTARY AUTHORITY
11.01: The Rules contained in the current edition of Robert’s Rules of Order shall govern the organization in all cases to which it is applicable to the extent not inconsistent with these Bylaws and any Special Rules or Order the Board may adopt and any statutes or laws applicable to this organization.
 
ARTICLE XII - ADMINISTRATIVE DOCUMENTS
12.01: The Director-Administration shall provide all newly elected board members with a copy of the Constitution, Bylaws, and Rules and Regulations.
 
ARTICLE XIII. RATIFICATION
13.01: The ratification and signature of five (5) members of the 2008 – 2009 Board of
Directors shall be sufficient for the establishment of these Bylaws.