NORWOOD YOUTH SOCCER, INC. BYLAWS
Adopted by the Norwood Youth Soccer (NYS) Board Members at a meeting held on: October 4, 2024
As approved at the Club Board Meeting in March 1992 and at additional Club Board Meetings of:
August 31, 1995; Oct 12, 1995; August 7, 1997; June 3, 1999; Nov 6, 2008; Jan 8, 2009; reprinted Jan 5, 2011.
Revised and Approved at Club Board Meetings on September 5, 2024, and October 4, 2024.
ARTICLE I. NAME OF ORGANIZATION
The name of this organization shall be NORWOOD YOUTH SOCCER, INC.
We do business as (dba) Norwood Youth Soccer and NYS.
ARTICLE II. CORPORATE PURPOSE and PHILOSOPHY
Section 1. Nonprofit Purpose
This organization is organized exclusively for charitable, educational, and athletic purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code as Norwood Youth Soccer, Inc.
Section 2. Specific Purpose and Philosophy
- The organization is established to provide youth, interested in the play of soccer, the opportunity for participation in the game, and will not discriminate against any individual on the basis of race, color, religion, gender identity or expression, sexual orientation, or national origin.
- The philosophy of the organization is to emphasize the enjoyment, sportsmanship, team play, and development of skills associated with the game of soccer, as well as equal participation in games and practices, by all players.
Section 3. Powers
The organization shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable purposes, for which the organization is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster or attain such purposes. The powers of the organization may include, but not be limited to, the acceptance of contributions from public and private sectors, whether financial or in-kind contributions.
Section 4. Non-Profit Status and Exempt Activities Limitation
- Nonprofit Legal Status
Norwood Youth Soccer is a Massachusetts non-profit public benefit corporation, recognized as tax exempt under Section 501(c)(3) of the United States Internal Revenue Code.
- Exempt Activities Limitation
Notwithstanding any other provision of these Bylaws, no director, officer, employee, member, or representative of this organization shall take any action or carry on any activity by or on behalf of the organization not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code as it now exists or may be amended, or by any organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as it now exists or may be amended. No part of the net earnings of the organization shall inure to the benefit or be distributable to any director, officer, member, or other private person, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation and these Bylaws.
- Prohibition Against Political Activity
Norwood Youth Soccer will not endorse any candidate, make donations to their campaigns, engage in fundraising, distribute statements, or become involved in any other activities that may be beneficial or detrimental to any candidate. Norwood Youth Soccer will not engage in any activities that encourage people to vote for or against a particular candidate.
Section 5. Affiliations
This Organization shall be an affiliated branch of, and comply with the authority of Massachusetts Youth Soccer, US Youth Soccer (USYS) and the United States Soccer Federation (USSF). To the extent permissible under applicable law, this Constitution and Bylaws shall be consistent with Massachusetts Youth Soccer, USSF and USYS’s articles of incorporation and bylaws. To the extent permissible under applicable law, (i) this Association and its members shall abide by Massachusetts Youth Soccer, USSF and USYS’s articles of incorporation and bylaws, and 5 (ii) Massachusetts Youth Soccer, USSF and USYS’s articles of incorporation, bylaws, policies, and requirements take precedence over, and supersede the governing documents and decisions of Norwood Youth Soccer.
ARTICLE III MEMBERSHIP
Section 1. Eligibility for Membership
This Organization shall be governed by its Articles of Organization, and Bylaws, and any specific rules and procedures adopted by the Board of Directors; and the rules established by BAYS, Massachusetts Youth Soccer, USYS and USSF.
The Organization shall consist of the Players, General Membership (Parents/Guardians of players plus Coaches and Referees), and the Board of Directors.
The Players: Any youth between the ages of 4 to 20 years of age (there is no upper age limit for the TOPS program under NYS) shall be eligible for participation in the Club, provided they have completed (by the Parent or Legal Guardian, if under age 18), a Norwood Youth Soccer Registration application.
The General Membership: All Parents and/or Guardians shall automatically be considered members of the organization with the registration of a child in the program.
Subject to the approval of the Board of Directors, any person interested in Coaching and/or Intown Refereeing, and who meet certain qualifications, to be determined by the Board of Directors of the Organization, will be eligible for these positions. When possible, selection for these positions will come from among the General membership and older players provided they have completed and signed (by the Parent or Legal Guardian, if under age 18) a Norwood Youth Soccer work release form.
Section 2. Non-voting Membership
The Board shall have the authority to establish and define non-voting categories of the Board.
ARTICLE IV MEETING OF MEMBERS
Section 1. Regular Meetings
Norwood Youth Soccer will schedule a meeting for the first Thursday of the month from August to June with a second meeting the last Thursday in June.
Meetings of the Board or committees may be conducted, and members of the Board or committees may participate in such meetings, in person or, under special circumstances, by telephone conference call, videoconference or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participating by such means shall constitute presence in person at a meeting. During a meeting, votes may be tabulated through an approved electronic format, such as but not limited to a conference call poll or Doodle poll. Any member of the Organization is welcome to attend and participate in Board discussions. The President or person designated by the President to chair the meeting in his absence can call for a Special or Executive Meeting.
Without a meeting, any action required or permitted to be taken by the Board may be taken and will pass so long as a majority of a then valid meeting quorum approves.
Written votes will be filed by the Executive Secretary with the records of Norwood Youth Soccer. Such votes may be given by electronic mail, facsimile transmission, or other means of written communications. Such votes shall be treated for all purposes as a vote at a meeting and will remain open for 72 hours, or until the required number of votes are cast, whichever occurs first.
Section 2. Annual Meeting
The annual meeting of the organization for all members, in compliance with state law, shall be held during a specific month of each year. The time and place shall be fixed by the Board of Directors and notice thereof mailed to each Board member at least seven days before said meeting.
Section 3. Special and Executive Meeting
Special meetings of the organization may be called by the President at any time, or upon petition in writing of any two Board members in good standing: notice of special meetings shall be communicated to each Board member at least seven days prior to such meetings. Notice, including the purpose of the special meetings, shall be given to each member at least seven days prior to said meeting, Only the business for which the special meeting is called should be conducted at the meeting.
An Executive session meeting can be called by the President at any time including at any NYS Board or Annual meeting with a second from a Board member.
Section 4. Quorum
A quorum for conducting club business shall consist of 7 of the Board voting members, but less than a quorum may adjourn to meet on a future date, of which due notice shall be given to each voting Board member. If less than a quorum is present, members may run the meeting but may not make any decisions.
Section 5. Voting
Except for what is required by Article XI Amendments of our Bylaws, all voting should be decided by a majority of those Board members present and voting when a quorum is present.
Any action required or permitted to be taken by the Board may be taken by the President through a written request for a vote on the subject by the full Board. The President can call for a written vote, which may be given by electronic mail, facsimile transmission, or other means of written communications. Such votes shall be treated for all purposes as a vote at a meeting and the vote will remain open for 72 hours, or until the required number of votes are cast to gain a majority of the voting members of the Board, whichever occurs first. Written votes will be filed by the Executive Secretary with the records of Norwood Youth Soccer.
ARTICLE V BOARD OF DIRECTORS
Section 1. General Powers
The affairs of the Organization shall be managed by its Board of Directors. The Board of Directors shall have control of and be responsible for the management of the affairs and property of the Organization. The Board of Directors (hereafter referred to as the Board) shall act as the sole governing body of Norwood Youth Soccer.
Section 2. Number, Tenure, Requirements, and Qualifications
The Board shall be fixed from time-to-time by the Directors but shall consist of no less than five, including the following Executive Officers (the Executive Board): President, Executive Vice-President, Executive Secretary, Treasurer, and Registrar. There is no time limit to holding a Board position. Additional positions shall be appointed by the Board consistent with the needs of the program with the exception of President and Executive Vice-President which shall be elected from the current Board members who have a minimum of 1 year experience on the Board.
Section 3. Compensation
Members of the Board of Directors shall not receive any compensation for their services as Directors.
Section 4. Informal Action by Directors
Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a quorum of Directors as defined in Article IV Section 4 following notice of the intended action to all members of the Board of Directors.
Section 5. Confidentiality
Directors shall not discuss or disclose information about the Organization or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the Organizations’ purposes or can reasonably be expected to benefit the Organization. Directors shall use discretion and good business judgment in discussing the affairs of the Organization with third parties. Without limiting the foregoing, Directors may discuss upcoming fundraisers and the purposes and functions of the Organization, including but not limited to accounts on deposit in financial institutions.
Section 6. Parliamentary Procedure
Any question concerning parliamentary procedure at meetings shall be determined by the President by reference to Robert’s Rules of Order.
Section 7. Rules of Play
Except as provided by USYS and its affiliates, the FIFA “Laws of the Game” shall apply to any and all Norwood Youth Soccer sponsored competitions. Youth players in established age groups may play soccer under the auspices of this Organization in accordance with the rules of the Organization’s players developmental program applicable to such age groups as provided by Massachusetts Youth Soccer Association.
Section 8. Removal and Resignation
Any member of the Board of Directors may be removed with or without cause, at any time by a vote of a majority of the Board members present at the meeting if in their judgment the best interest of the Organization would be thereby served. Any Board member may resign by filing a written resignation with the Executive Secretary.
Section 9. Dissolution
- Purpose of Dissolution
The organization may be dissolved only upon the affirmative vote of two-thirds (2/3) of the voting members present at a duly called meeting of the organization, provided that written notice of the proposed dissolution has been sent to all members at least 30 days prior to the meeting.
- Distribution of Assets
Upon dissolution of the organization, any remaining assets, after payment of all debts and liabilities, shall be distributed exclusively for charitable, educational, or youth sports purposes to one or more exempt organizations within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. The recipient organization(s) shall be chosen by a majority vote of the remaining Board of Directors.
- Prohibition on Distribution to Members
No part of the assets or funds of the organization shall inure to the benefit of, or be distributed to, its members, directors, officers, or any other private individual.
- Compliance with Legal Requirements
The dissolution and distribution of assets must comply with all applicable federal, state, and local laws governing nonprofit organizations.
ARTICLE VI OFFICERS
The officers of this Board shall be the President, Executive Vice-President, Executive Secretary, Treasurer, and Registrar. All officers must have the status of active members of the Board. Their duties follow.
Section 1. President
The President shall preside at all meetings of the membership. The President shall have the following duties:
- They shall preside at all meetings of the Executive Committee.
- They shall have general superintendence and direction of all other officers of this organization and see that their duties are properly performed.
- The President shall sign all contracts between Norwood Youth Soccer and second parties, upon prior approval of the Board.
- They shall submit a report of the operations of the program for the fiscal year to the Executive Board and members at their annual meetings, and from time to time, shall report to the Board all matters that may affect this program.
- They shall be an Ex-officio member of all standing committees and shall have the power and duties usually vested in the office of the President.
- Be one of those listed on Norwood Youth Soccer Accounts and be able to authorize payments and issue checks.
- Shall appoint all committee chairpersons.
Section 2. Executive Vice-President
The Executive Vice-President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter. The Executive Vice-President's duties are:
- They shall have the duty of chairing their perspective committees.
- Perform other duties as assigned by the Board.
Section 3. Executive Secretary
The Executive Secretary shall attend all meetings of the Executive Committee, and all meetings of members, and assisted by a staff member, will act as a clerk thereof. The Executive Secretary’s duties shall consist of:
- They shall record all votes and minutes of all proceedings in a book to be kept for that purpose. They in concert with the President shall make the arrangements for all meetings, including the annual meeting of the organization.
- Assisted by a staff member, as needed, they shall send notices of all meetings to all the members and shall make reservations for the meetings.
Section 4. Treasurer
The Treasurer shall be in charge of funds of Norwood Youth Soccer. The Treasurer’s duties shall consist of:
- Keep all appropriate financial records and shall provide periodic summaries of the financial standings of Norwood Youth Soccer as required by the President and Board of Directors.
- Disbursements over $1000 should only be made with the approval of the Board. The Treasurer shall sign all checks drawn on all Norwood Youth Soccer accounts.
- Be one of those listed on Norwood Youth Soccer Accounts and be able to issue checks.
- See that all funds collected in the name of Norwood Youth Soccer be deposited in properly appointed depositories and that no expenditures of any kind be made without his/her approval or knowledge, and the approval of the Board.
- To assist in direct audits of the funds of the program according to funding source guidelines and generally accepted accounting principles.
Section 5. Registrar
The Registrar shall ensure that all registration procedures required by Mass Youth Soccer, BAYS, and the Board are followed and implemented. The Registrar’s duties shall consist of:
a. Maintain player and team registration records and rule on the eligibility of the players and teams.
b. Keep any data pertaining to the teams, coaches, managers, players, etc. pertinent to the performance of their duties and Norwood Youth Soccer interest.
ARTICLE VII COMMITTEES
Section 1. Committee Formation
The Board may create committees as needed. The President appoints all committee chairs.
Section 2. Executive Committee
The five officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors and is subject to the direction and control of the full Board.
ARTICLE VIII. INDEMNIFICATION
To the extent that the Norwood Youth Soccer has the power to indemnify any person or persons pursuant to Section 6 of Chapter 180 of the General Laws of the Commonwealth of Massachusetts, as the same may be amended from time to time, such persons or persons shall be fully indemnified, but only in accordance with and in compliance with the provisions and requirements of said Section 6. The right of indemnification hereby provided shall not be exclusive or affect any other rights to which the indemnified person may be entitled. Norwood Youth Soccer may purchase and maintain insurance on behalf of all persons who may be indemnified against liability incurred by them in any such capacity or arising out of their status as such a Director or officer, whether or not Norwood Youth Soccer would have the power to indemnify him/her against liabilities hereunder.
ARTICLE IX FISCAL YEAR
The fiscal year of the organization shall be from January 1 through December 31.
ARTICLE X LIMITATIONS ON LIABILITY
Directors shall not be personally liable for any debt, liability, or obligations of Norwood Youth Soccer. All persons, corporations, or other entities extending credit to, contracting with, or having any claim against Norwood Youth Soccer may look only to the funds and property of Norwood Youth Soccer for payment of any such contract, claims, or for payment of debts, damages, judgments, or decrees, or any other monies that otherwise may become due or payable to them from BAYS.
ARTICLE XI AMENDMENTS
These Bylaws and our Articles of Organization may be amended, altered or appealed, as described below, at any regular or special board meeting, provided there is a quorum present, and that specific written notice of the proposed amendment of the Bylaws and/or Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each director at least seven in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least nine days if delivered by regular mail.
Section 1. Articles of Organization
These Articles may be amended in any manner at any regular or special meeting of the Board of Directors. All amendments to the Articles shall require the affirmative vote of a 2/3rds majority of directors then in the office.
Section 2. Bylaws
The Board of Directors may amend these Bylaws by majority vote of those Board members present and voting with a quorum present at any regular or special meeting.
ADOPTION OF BYLAWS
We, the undersigned, are two of the five current Officers and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of the 9 preceding pages, as the Bylaws of this organization.
ADOPTED AND APPROVED by the Board of Directors on this 4th day of October, 2024.
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Christopher LoPiccolo, President – Norwood Youth Soccer, Inc.
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ATTEST: Tracey Jones, Executive Secretary – Norwood Youth Soccer, Inc