Bylaws of Perth Amboy Soccer Club, A NJ Nonprofit Corporation (P.A.S.C)
The following Bylaws shall be subject to, and governed by, the Non-Profit Corporation Act of New Jersey and the Articles of Incorporation of Perth Amboy Soccer Club. In event of direct conflict between the herein contained provisions of these Bylaws and the mandatory provisions of the Non-Profit Corporation Act of New Jersey, said Non-Profit Corporation Act shall be the prevailing law. In the event of a direct conflict between the previsions of these Bylaws and the Articles of Incorporation of corporation/organization, it shall then be these Bylaws which be controlling.
The legal name of Non-profit corporation/organization shall be known as Perth Amboy Soccer Club a New Jersey Nonprofit Corporation (P.A.S.C) and shall herein be referred to as the “Perth Amboy Soccer Club.”
The general purpose for which this Perth Amboy Soccer Club a New Jersey Nonprofit Corporation has been established are as follows:
The Corporation/organization is establish within the meaning of IRS Publication 557 Section (c)(3) Organization of the Internal Revenue Code of 1986, as amended (the “code”) or the corresponding section of any future federal tax code and shall be operated exclusively for:
The corporation is organized and operated exclusively for charitable purposes within the meaning of section 501(c)(3) of the internal revenue code.
Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on (1)by a corporation exempt from federal income tax under section 501 ( c) (3) of the internal revenue code or (2) by a corporation contributions to which are deductible under section 170 (c) (2) of said code, or the corresponding provisions of any future statue of the United States.
No substantial part of the activities of this corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation. Nor shall the corporation participate or intervene in any political campaign (including the publishing or distribution of statement) on behalf of any candidate for public office.
The specific purpose of which this nonprofit corporation is organized included, but are not limited to: Give youths an opportunity to play soccer in a “fun, safe, developmentally appropriate environment at local, county and state tournaments all year around.
The Corporation/Organization shall hold and may exercise all such powers as may be conferred upon any nonprofit organization by the laws of the State of New Jersey and as may be necessary or expedient for the administration of the affairs and attainment for the purpose of the Corporation/Organization. At no time and in no event shall the Corporation/Organization participate in any activities which have not been permitted to be carried out by a Corporation/Organization exempt under Section 501 (c ) (3) of the Internal Revenue code of 1986 (the “code”).
The principal office of the Perth Amboy Soccer Club a New Jersey Nonprofit Corporation shall be the located at 434 Steadman Pl Perth Amboy New Jersey 08861
The Corporation/Organization may have other such offices as the Board of Directors may determine or deem necessary or as the affairs of the Corporation/Organization may find a need for from time to time.
ARTICLE 4-DEDICATION OF ASSETS
The properties and assets of the Perth Amboy Soccer Club a New Jersey Nonprofit Corporation are irrevocably dedicated to and for non-profit purposes only. No part of the net earnings, properties, or assets of this corporation, on dissolution or otherwise, shall inure to the benefit of any person or any member, director, or officer of this corporation. On liquidation or dissolution, all remaining properties and assets of the Corporation shall be distributed and paid over to an organization dedicated to non-profit purposes which has established it tax –exempt status pursuant to Section 501 ( c ) ( 3) of the code.
ARTICLE 5-BOARD OF DIRECTORS
General Power and Responsibility
Perth Amboy Soccer Club a New Jersey Nonprofit Corporation shall be governed by a Board of Director (The “Board”), which shall have all the rights, power, privileges and limitations of liability of directors of a non-profit corporation organized under the Non-Profit Corporation Act of New Jersey. The Board shall establish policies and directives governing business and programs of the Corporation/Organization and shall delegate to the Executive Director and Corporation/Organization staff, subject to the provision of the Bylaws, authority and responsibility to see that the policies and directive are appropriately followed.
Number and Qualifications
The Board have up to 15, but no fewer than 3, Board members, The number of Board members may be increased beyond 15 members or decreased to less than 3 members by the affirmative vote of all of the then serving Board of Directors. A Board member needs to be a resident of the state of New Jersey
In addition to the regulars membership of the Board, representative of such other organization or individuals as the Board may deem advisable to elect shall be Ex-Officio Board Member, which will have the same rights and obligations, including voting power, as the other directors.
To qualify to become a Board Member, the candidate must be an active volunteer for two consecutive years or hold a position within the club (example: team manager) for at least a year.
The Board shall receive no compensation other than for reasonable expenses. However, provided the compensation structure complies with Sections relating to “Contracts Involving Board Members and /or Officers” as stipulated under these Bylaws, nothing in these Bylaws shall be construed to preclude any Board member from serving the Corporation/Organization in any other capacity and receiving and compensation for services rendered.
The governance Committee shall present nomination for new and renewing Board members at the board meeting immediately preceding the beginning of the next fiscal year (January ). Recommendations from the Governance Committee shall be made known to the Board in writing before nominating are made and voted on.
New and renewing Board members shall be approved by a two-thirds majority of those Board members at the Board meeting at which a quorum is present.
Term of Board
All appointment to the Board shall be of a term of two years. A person can serve for an unlimited numbers of consecutive terms unless otherwise the Board deems a person unqualified for reappointment by two thirds vote.
A vacancy on the Board of Directors may exist at the occurrence of the following conditions:
A. The death, resignation, or removal of any director.
The declaration by resolution of the Board of a vacancy in the office of a director who has been declared o unsound mind by a final order of court, convicted of a felony, found by final order of judgment of any court to have breathed a duty pursuant to the Corporation Code/ or Act of the law dealing with the standards of conduct for a director, or has missed 6 excuse and 3 unexcused consecutive meetings of the Board of Directors, or a total of 7 meetings of the board during any one calendar year.
The Board of Directors, by way of affirmative vote of a majority of the directors then currently in office, may remove any director without cause at any regular or special meeting, provided that the director to be removed has been notified in writing in the manner set forth in Article –Meetings that such action would be considered at the meeting
Except as provided in this paragraph, any director may resign effective upon giving written notice to the chair of the board, the president, the secretary or board of directors of the Perth Amboy Soccer Club, unless the notice specifies future time for the effectiveness of the resignation. If the resignation is effective at a future time, a successor may be designated to take office when the resignation becomes effective. Unless the Attorney General of New Jersey is first notified, no director may resign when the Perth Amboy Soccer Club will be left out without a duly elected director in charge of its affairs.
A board member elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
A board member may be removed, with or without cause, at any duly constituted meeting of the Board, by the affirmative cote of a simple majority of then-servicing Board members.
Before removal, there must be a written request asking for the Boar Member to rectify his/her unacceptable actions and/or decisions. If the Board Member refuses or fails to resolve the problem, a meeting will be held where the head coaches and the Board member will need to attend to seek for a solution and a new candidate to hold the new vacant position.
The Board’s regular meeting may be held at such time and place as shall be determined by the Board or any 5 Board members may call a special meeting of the Board with 3 day’s written notice provided to each member of the board. The noticed shall be served upon each Board member via email, Text massage, or hand delivered.
The secretary shall be responsible for the recording of all minutes of each and every meeting of the Board in which business shall be transparent in such order as the Board may determine from time to time. However, in the event that the Secretary is unavailable, the Chair of the Board shall appoint an individual to act as the secretary, shall prepare the minutes of the meetings, which shall be delivered to the Perth Amboy Soccer Club to be placed in the minutes book. A copy of the minutes should be delivered to each member of the Board member via email, or hand delivered mail within 15 days after the close of each board meeting.
At each meeting of the Board of directors or board committees the presences of five persons shall constitute a quorum for the transactions of business. If at any time board consist of an even amount of numbers of Board members and vote result in a tie, than the vote of the chair of the board should be the deciding vote. The act of the majority of the Board Members serving on the board and present at the meeting of the Quorum shall be the act of the board or requiring otherwise. If a quorum is not present at a meeting, the Board members present may adjourn the meeting from the time to time without further notice until a quorum shall be present. However, a Board member shall be considered conferencing with the other Board members participating in the meeting.
Coaches who have been part of the club, whose team has been playing for no less than one year (January 8th to July 31st season), will be allowed to vote. Voting day will be June 15th of every two years.
Board members shall not be allowed to vote by written proxy
The Board shall elect officers of the Corporation/Organization which shall include a Chair of the Board (Chief Executive Officer), President (Executive Director) and such other officers as the Board may designate by resolution. The same person may hold any number of offices, except that neither the secretary nor the Treasurer may serve concurrently as the chair of the board or president. In addition to the duties in accordance with this article, officers shall conduct all other duties typically pertaining to their offices and other such duties which may be required by law, Article of Incorporation, or by these bylaws, subject to control of the Board of Directors, and they shall perform any other such addition duties which the Board of Directors may assign to them at their discretion.
The officers will be selected by the Board at its annual meeting, and shall serve the needs of the Board, subject to all the rights, if any officer who may be under a contract of employment. Therefore, without any bias or predisposition to the right of any officer that may be under any contract of employment, any officer may be removed with or without cause by the Board. All officers have the right to resign at any time.
Chair of the Board (Chief Executive Office)
It shall be the responsibility of the Chair of the Board, when present, to preside all meetings of the Board of Directors and Executive Committee. The Chair of the Board is authorized to execute, in the name of the Perth Amboy Soccer Club, any and all contracts or other documents which may be authorized, either generally or specifically, by the Board to be executed by Perth Amboy Soccer Club, except when required by law that the President’s signature must be provided.
President (Executive Director)
It shall be the responsibility of the President, in general, to supervise and conduct all activities and operations of the corporation/organization, subject to the control, advice and consent of the board of directors completely informed, shall freely consult with them in relation to all activities of the Perth Amboy Soccer Club, and shall be see that all orders and /or resolutions of the Board are carried out to the effect intended. The President shall be empowered to act, speak for , or otherwise represent the Perth Amboy Soccer Club between meetings of the Board. The President shall be responsible for the hiring of all personally, and shall be responsible for keeping the Board informed at all times of staff performance and for implementing any personnel policies which may be adopted and implemented by the Board.
In absence of the President, or in the event of his/her inability or refusal to act, it shall then be the responsibility of the Vice President to perform all the duties of the President, and in doing so shall have all authority and power of, shall be subject to all of the restrictions on, the President.
The Secretary, or his/her designee, shall be the custodian o fall records and documents of the Perth Amboy Soccer Club which are required to be kept at the principal office of the Perth Amboy Soccer Club, and shall act as secretary at all meetings of the Board of Directors, and shall keep the minutes of all such meeting on file in hard copy or electronic format. S/he shall attend to the giving and serving all notices of the Perth Amboy Soccer Club and shall see that the seal of the Perth Amboy Soccer Club is affixed to all documents.
Treasurer (Financial Officer)
It shall be the responsibility of the Treasure to keep and maintain, or cost to be keep and maintained, adequate and accurate accounts of all the properties, and business transitions of the Perth Amboy Soccer Club, including accounts of assets, liability, receipts, disbursement, gains, losses, capital, retain earnings and other matter customarily include in financial statement.
ARTICLE 7-RECORDS AND REPORTS
Maintenance and Inspection of Articles and Bylaws
The Perth Amboy Soccer Club shall keep at its principal office the original copy of its Article of Incorporation and the Bylaws as amended to date, which shall be open to inspection by the directors at all reasonable times during office hours.
Maintenance and Inspection of Federal Tax Exception Application and Annual Information Returns
The Perth Amboy Soccer Club shall keep at its principal office a copy of its federal tax exemption application and its annual information returns for three year form their date of filing, which shall be open to public inspection and copying to the extend required by law.
ARTICLE 8-FISCAL YEAR
The fiscal year for The Perth Amboy Soccer Club shall end on December 31
ARTICLE-9 AMENDMENTS AND REVISIONS
These Bylaws may be adopted, amended by the vote of all of the directors then in office. Such actions is authorized only at a duly called and held meeting of the Board of Directors for which written notice of such meeting, setting forth the proposed Bylaws revisions with explanation, is given in accordance with these Bylaws.
ARTICLE – 10 CONSTRUCITON AND DEFINITIONS
Unless the context otherwise require, the general provision, rules of construction, and definitions contained in the Non-Profit Corporation Act as amended from time to time shall govern the construction of these Perth Amboy Soccer Club Bylaws. If any competent court of law shall deem any portion of these bylaws invalid or inoperative, then so far as is reasonable the remainder of these Bylaws shall be considered valid and operative, and effect shall be given to the intent manifested by the portion deemed invalid or inoperative.
CERTIFICATE OF SECRETARY
I, Catherine Villarreal, certify that I am the current elected and acting Secretary of the Perth Amboy Soccer Club and the above Bylaws are the Bylaws of this Perth Amboy Soccer Club a New Jersey Nonprofit Corporation as adopted by the Board of Directors on ________, 2015, and that they have not been amended or modified since the about .
EXECUTED on this day of ____________________________, in the County of Middlesex in the State of New Jersey
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