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NSCAA BYLAWS

(As of January 29, 2013)

ARTICLE I

NAME AND LOCATION

1.01      NAME

The name of the corporation is the National Soccer Coaches Association of America, hereinafter referred to as the Association.  (4/11)

1.02      LOCATION

The address of the registered office of the Association is 30 W. Pershing Rd., Suite 350 Kansas City, MO 64108-2463.

The Association may also have offices at such other locations within or outside the State of Kansas as the business and affairs of the Association may require.  (1/08)

 

ARTICLE II

PURPOSE

2.01        PURPOSE

The Association is incorporated under the Nonprofit Corporation Law of the Commonwealth of Pennsylvania exclusively for the purpose of fostering the sport of soccer by promoting interest in, and education relating to, the game of soccer. (1/82)

 

ARTICLE III

MEMBERSHIP

3.01        CLASSES OF MEMBERSHIP AND QUALIFICATIONS

Any persons engaged in the coaching of soccer or any other person or organization interested in the game of soccer, and desiring affiliation with the purposes of the Association, is eligible for membership.  There shall be the following five classes of members:  (4/11)

A.            ACTIVE MEMBER.  Any individual interested or actively engaged in the game of soccer, including coaching, may become an Active Member of the Association upon payment of the annual membership dues. Active Members will be classified in the membership database as affiliated with a particular constituency of the game (i.e., youth, high school, college and professional) and, if in good standing, shall be eligible to vote at meetings of the members and to hold office.  Voting in the election of constituent representatives to the Board of Directors will be restricted to active members who have identified themselves as members of the given category.  (7/12)

B.            ASSOCIATE MEMBER.  An institution, library, or other organization interested in the game of soccer and desiring affiliation with the purposes of the Association may become an Associate Member of the Association upon payment of the annual dues.  Associate Members are not eligible to vote or hold office.  (7/12)

C.            CORPORATE MEMBER.  A business interested in the game of soccer and desiring affiliation with the purposes of the Association may become a Corporate Member upon payment of the annual dues. Corporate Members are not eligible to vote or hold office.  (7/12)

D.            HONORARY MEMBER.  Any individual distinguished in the game of soccer is eligible to become an Honorary Member of the Association.  The Awards Committee shall make nominations, subject to the approval of the Board of Directors by the unanimous affirmative vote of all Directors then in office. Honorary Members shall not be required to pay annual dues, but shall be entitled to all of the rights, privileges and benefits of Active Members.  Board of Governors members who are not Association members will automatically be honorary members during their term of service.  (4/11)

E.            LIFE MEMBER.  An individual distinguished in the game of soccer who has been an Active Member of the Association for more than twenty-five years is eligible to become a Life Member.  The Awards Committee shall make nominations, subject to the approval of the Board of Directors by the affirmative vote of two-thirds of the Directors then in office.  All Presidents of the Association shall automatically become Life Members upon completion of their term in office.  All Honor Award recipients and Hall of Fame inductees shall also become Life Members.  All Directors of Coaching Emeritus are also designated as Life Members.  (7/12)

3.02        MEETINGS

The annual meeting of the Members shall be held at such time and place as the Board of Directors may determine and shall be held in conjunction with the annual convention of the members.  Regular meetings other than the annual meeting, if any, shall be held at such times and places as the Board of Directors may determine.  A special meeting of the Members may be called at any time by the President, the Board of Directors or ten percent or more of those Members entitled to vote at such meeting.  Meetings of the Members may be held at any location within or outside the State of Kansas.  All meetings of the Members shall be conducted in accordance with Robert's Rules of Order, as amended.  (6/93)

3.03        NOTICE

Written notice of the time and place of all meetings of the Members shall be given at least 30 days prior to the date of the meeting.  Written notice shall be deemed given when delivered personally or sent by one of the following methods: (1) United States mail (under separate cover or inclusion in any other mailing or publication of the Association; (2) fax transmission; or (3) electronic transmission.  If mailed, such notice shall be deemed to have been given when deposited in the United States mail, postage prepaid, addressed to the Member at the Member’s most recent address listed in the records of the Association. In the case of special meetings, the notice shall specify the general nature of the business to be conducted.  Proxy materials and copies of any motion to be submitted to Members for approval shall be sent with the written notice.  (7/11)

3.04        QUORUM

The presence of two hundred (200) Members in person or by proxy shall constitute a quorum for the transaction of business at any meeting of the Members, but if fewer than two hundred (200) Members are present at a meeting, a majority of the Members present may adjourn the meeting from time to time without further notice.  (7/11)

3.05        VOTING

Each Member entitled to vote shall be entitled to one vote on any matter submitted to a vote of the Members.  If a quorum is present, (a) on those motions submitted to the Members in advance of a meeting, the actions approved by the affirmative vote of a majority of those Members voting, either in person or registered, or by proxy, shall be the acts of the Members, and (b) on motions entertained from the floor at any meeting of Members, the actions approved by the affirmative vote of a majority of the Members entitled to vote and present in person and registered at such meeting shall be the acts of the Members, unless in either case a greater proportion of affirmative votes is required by applicable law, by the Articles of Incorporation or by these Bylaws.  (6/91)

3.06        DUES

The Board of Directors shall determine the amount of annual membership dues payable and the date by which such dues shall be paid.  (1/82)

3.07        TERMINATION OF MEMBERSHIP

The Board of Directors, upon thirty days' prior written notice and after a hearing in accordance with the procedures set forth in the NSCAA Administrative Manual, may expel, temporarily suspend or otherwise discipline a Member for cause (other than for failure to pay dues, but including without limitation, failure to maintain the standard of conduct set forth in the NSCAA Code of Ethics in Addendum C of these Bylaws).  The Board of Directors may, upon ten days' prior written notice, terminate the membership of any Member who shall have failed to pay dues for a period in excess of thirty days from the payment date established by the Board of Directors.  A Member, who has been temporarily suspended or expelled, shall be deemed to be a Member not in good standing and shall not be eligible to vote or to hold office.  A Member who has been temporarily suspended or expelled may be reinstated in accordance with terms and conditions set forth in the NSCAA Administrative Manual.  All actions by the Board of Directors pursuant to this Section 3.07 shall require the affirmative vote of at least two-thirds of the Directors present at the meeting at which such action is taken and the notice of such meeting shall indicate that disciplinary action with respect to a Member or Members is to be considered by the Board of Directors at such meeting. (1/82)

3.08        VOTING BY PROXY

A Member entitled to vote but not present in person at a meeting of the Members may be deemed present by proxy and therefore able to vote if the Chief Executive Officer of the Association receives from such Member, either personally or by mail, at or prior to such meeting a written proxy substantially in the form set forth in Addendum B of these Bylaws.  A proxy may not delegate discretionary authority to the attorney-in-fact named in such proxy, but shall set forth specific voting instructions on any questions or ballots put to the Members in conjunction with the notice of such meeting.  A proxy shall be revocable at will, notwithstanding any other agreement or any provision in proxy to the contrary, but the revocation of a proxy shall not be effective until notice thereof has been given to the Chief Executive Officer of the corporation.  No un-revoked proxy shall be valid for more than four months from the date of its execution, unless a longer time is expressly provided therein but in no event shall a proxy be voted on after three years from the date of execution.  (4/11)

 

ARTICLE IV

DIRECTORS

4.01        RESPONSIBILITIES AND POWERS

The Board of Directors of the Association shall have strategic planning and fiduciary responsibilities for the Association.  The Board of Directors shall set policies and have oversight of the business and affairs of the Association, including, without limitation, establishing all committees and determining the duties and responsibilities of such committees and their chairpersons.  In addition to the powers and authority expressly granted by these Bylaws, the Board of Directors may exercise all powers of the Association and do all lawful acts and things on behalf of the Association that are not prohibited by applicable law, by the Articles of Incorporation or by these Bylaws.  (4/11)

4.02        COMPOSITION

The Board of Directors shall be comprised of 18 Directors.  The President (who shall serve as Chair of the Board), a Vice President for Education, a Vice President for Events, a Vice President for Marketing, a Vice President for Membership, the Immediate Past President and the Chief Executive Officer shall comprise the Executive Committee.  The Chief Executive Officer is an Ex-Officio Director (non-voting).  The general membership shall elect six other Directors, two of which shall be affiliated with youth soccer (one representing boys’ and one girls’ programs); two affiliated with high school soccer (one representing boys’ and one girls’ programs); and two affiliated with college soccer (one representing men’s and one women’s programs).  The President shall appoint six Directors, one affiliated with men’s professional soccer, one affiliated with women’s professional soccer and four that shall be from the membership at-large.  The Board of Directors may increase or decrease the size of the Board by a majority vote of the Directors.   (1/13)

4.03        ELIGIBILITY AND TERM

All Directors of the Board must be members of the Association.  They shall be individuals affiliated with soccer programs, as described in Section 4.02 above, and/or have a background in the game and those programs.  The term of an elected Director of the Board is three Association years.  An elected Director of the Board may be elected for a second, consecutive full term.  The term of an appointed Director of Board is three Association years.  An appointed Director of the Board may be reappointed to a second, consecutive full term.  Due to resignations, establishment of new positions or other circumstances, the Board of Directors, by a majority vote of the Directors, may alter terms of a Director in the interest of avoiding significant turnover of the Board.  (6/04)

4.04        NOMINATION OF ELECTED CONSTITUENT DIRECTORS

When the term of a Youth, High School or College Director is scheduled to expire, the Chief Executive Officer shall notify the constituent members by May 1.  Thereafter, the constituent members shall have until June 15 to submit the names of one or more nominees to the Chair of the Nominations and Election Committee.  (7/12)

4.05        VOTING FOR ELECTED CONSTITUENT DIRECTORS

Elections shall be conducted in accordance with the NSCAA Regulations for the Conduct of Elections for the Board of Directors, which are attached as an official part of these Bylaws as Addendum A.  Changes to the regulations may be made only by a majority vote of the Board of Directors.  (7/12)

4.06        MEETINGS

Regular meetings of the Board of Directors shall be held at least twice annually at approximately six-month intervals.  All regular meetings of the Board of Directors (including the two semi-annual meetings) shall be held at such times and places as the Board of Directors may determine.  In addition to the regular meetings, special meetings of the Board of Directors may be called as follows:

A.      The President or more than one-third of the Directors then in office may call a special meeting of the Board of Directors at any time.

B.      The President or Chief Executive Officer may call a special meeting relating solely to act on unbudgeted expenses as defined in Section 4.10 below at any time.

Meetings of the Board of Directors may be held at any location within or outside the State of Kansas.  Meetings of the Board of Directors shall be conducted in accordance with Robert's Rules of Order, as amended. (4/11)

4.07        NOTICE

Written notice of the time and place of all regular meetings and special meetings of the Board of Directors, as defined in Section 4.06 above, shall be delivered personally or by mail (under separate cover or inclusion in any mailing or publication of the Association) to each Director at least ten days prior to the date of such meeting and, in the case of special meetings, shall state the general nature of the business to be conducted.  Notice of meetings at which disciplinary action is to be considered shall so state.  Notice of time and place of special meetings, as defined in Section 4.06.B above, shall be delivered personally, by mail (under separate cover or inclusion in any mailing or publication of the Association) or electronically at least two days prior to the date of such meeting and shall state the general nature of the business to be conducted.  Notice to a Director by telephone shall be deemed to be personal notice.  If notice is mailed, such notice shall be deemed to have been given to the Director entitled thereto when deposited in the United States mail, postage prepaid, and addressed to the Director at the most recent address listed in the records of the Corporation.  (4/06)

4.08        QUORUM

A majority of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, unless applicable law specifically requires a greater proportion, by the Articles of Incorporation or by these Bylaws.  One or more Directors may participate in a meeting of the Board of Directors by conference telephone or similar communications equipment by means of which all Directors participating in the meeting can hear each other.  Directors may not grant voting rights by proxy to other Directors.  (9/02)

4.09        DIRECTOR VOTING

Each Director shall be entitled to one vote on matters submitted to a vote of the Board of Directors with the exception of the Chief Executive Officer who shall be a non-voting member.  Directors shall not take part in any discussion or action on salaries, site selection or other business from which he/she might derive personal benefit (see Policy Concerning Conflict of Interest and Business Ethics in Addendum D of these bylaws).  The acts approved by the affirmative vote of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors unless a greater portion of the affirmative votes is required, by applicable law, by the Articles of Incorporation or by these Bylaws.  (7/11)

4.10        BUDGET RESPONSIBILITY

Approval of the annual budget shall require at least a two-thirds majority of all Directors present at the meeting of the Board of Directors when the annual budget is presented.  Approval of any unbudgeted expense exceeding $100,000 shall require at least a two-thirds majority of all Directors present at the meeting when any such unbudgeted expense is proposed.  (1/06)

4.11        REMOVAL OF DIRECTORS

Any Director whose business, profession or other activities or interest are detrimental to the interests of the Association or otherwise tend to discredit the Association may, upon reasonable notice and opportunity to be heard, be removed as a Director by the affirmative vote of at least two-thirds of all Directors present at any meeting of the Board of Directors, provided that notice of the proposed removal is contained in the notice of such meeting.   (6/91)

4.12        VACANCY

Except as otherwise provided in the Bylaws, positions vacated by Directors during their term of office shall be filled by Presidential appointment within 30 days following confirmation of the vacancy, subject to ratification by a majority of the remaining Directors, though not less than a quorum, at the first meeting of the Board of Directors thereafter.  Such appointments and subsequent ratification shall be for the balance of the unexpired term.  The appointed and ratified Director shall then be eligible to be elected to a full three-year term at the conclusion of the unexpired term and run for a second, consecutive term.  Should there be an increase in the number of Directors, the Board shall determine how to fill those vacancies by a majority vote of the remaining Directors, though not less than a quorum.  (1/04)

4.13        CONSENT OF DIRECTORS IN LIEU OF MEETING

Any action that may be taken at a meeting of the Board of Directors may be taken without a meeting if consent thereto in writing, setting forth the action so taken, shall be signed by all of the Directors and is subsequently filed with the Chief Executive Officer.  (6/04)

 

ARTICLE V

OFFICERS

5.01        OFFICERS

The Officers of the Association must be Members of the Association.  The officers shall be the President (who shall serve as Chair of the Board of Directors), the Vice President for Education, the Vice President for Events, the Vice President for Marketing, the Vice President for Membership, the Chief Executive Officer (non-voting) and the Immediate Past President.  In addition to the powers and duties set forth in these Bylaws and except as otherwise provided under these Bylaws, each officer shall have the powers and duties as the Board of Directors may determine by resolution.  (1/13)

5.02            ELIGIBILITY AND TERM

The Officers of the Board must be members of the Association.  They shall be individuals affiliated with soccer programs, as described in Section 4.02 above, and/or have a background in the game and those programs.  The term of the President and Immediate Past President is one year, barring resignation, termination or inability to perform duties.  The Vice President for Education, Vice President for Events, Vice President for Marketing and the Vice President for Membership shall have terms of four years, barring resignation, termination or inability to perform duties.  Terms of those four Vice Presidents shall be staggered one year apart.  A Vice President shall be elected annually.  Once elected as a Vice President, that officer shall serve four years in that role and then succeed to President and Immediate Past President (each one-year terms), barring resignation, termination or inability to perform duties.  (1/13)

5.03            NOMINATION OF OFFICERS

The Chief Executive Officer will notify the Members by May 1 each year that the election for a Vice President is forthcoming.  Thereafter, the Members shall have until June 15 to submit the names of one or more nominees to the Chair of the Nominations and Election Committee.  (1/13)

5.04            VOTING FOR OFFICERS

Elections shall be conducted in accordance with the NSCAA Regulations for the Conduct of Elections for Board of Directors, which are attached as an official part of these Bylaws as Addendum A.  Changes to the regulations may be made only by a vote of the Board of Directors.  (4/08)

5.05            VACANCY

Should an officer be unable to complete a term of office, after already being seated at the first meeting of that term, the other officers shall recommend to the Board of Directors if and/or how that office shall be filled.  The Board, by a majority vote of those Directors eligible to vote, shall make a final determination on the manner in which the vacancy will be filled.  (6/04)

5.06        SPECIAL ELECTIONS

In the event that a person who has been nominated and subsequently elected to office is unable to take office or fulfill their term and the obligations of their office prior to being seated at the first meeting of the new term due to death, permanent disability or other unique circumstances, a special election will be held.  The special election will be held in accordance with the NSCAA Regulations for the Conduct of Elections for Board of Directors.  (6/04)

5.07        IMMEDIATE PAST PRESIDENT

The Immediate Past President shall be the retiring President and shall serve until the expiration of the term of office of the next succeeding President, normally one year.  The Immediate Past President shall assist the President as requested.  In the event the President is unable to fulfill his/her duties or term of office, the Immediate Past President shall serve as President until the completion of term of office or such time as the President is able to return to Office.  The Immediate Past President serves as the liaison to the Foundation Committee and the Board of Governors.  (7/12)

5.08        PRESIDENT

The President shall be the Vice President who has completed a four-year term as Vice President and shall serve until the expiration of the term of office of the next succeeding Vice President.  The President shall be chair of the Board of Directors and Executive Committee.  The President serves as a voting member of the Executive Committee and Board of Directors only as outlined under Roberts Rules of Order.  The President serves a non-voting member of all committees and councils. He/she shall serve as the liaison to the Finance, Budget and Audit Committee.  The President shall have budgetary oversight of the general administration and Executive Committee/Board of Directors accounts.  The President shall be an official representative of the Association at appropriate events and may serve as a spokesperson for the Association although the Chief Executive Officer will be expected to handle spokesperson duties on a daily basis. (1/13)

5.09        VICE PRESIDENT FOR EDUCATION

The Vice President for Education shall serve a four-year term, with that term to be staggered with the other three Vice Presidents.  The Vice President for Education shall serve as a non-voting liaison to the Education Committee.  The Vice President for Education shall have budgetary oversight of the education account.  (1/13)

5.10        VICE PRESIDENT FOR EVENTS

The Vice President for Events shall serve a four-year term, with that term to be staggered with the other three Vice Presidents.  The Vice President for Events shall serve as a non-voting liaison to the Convention Committee.  The Vice President for Events shall have budgetary oversight of the convention account.  (1/13)

5.11        VICE PRESIDENT FOR MARKETING

The Vice President for Marketing shall serve a four-year term, with that term to be staggered with the other three Vice Presidents.  The Vice President for Marketing shall have budgetary oversight of the communications, marketing and college programs accounts.  (1/13)

5.12        VICE PRESIDENT FOR MEMBERSHIP

The Vice President for Membership shall serve a four-year term, with that term to be staggered with the other three Vice Presidents.  The Vice President for Membership shall serve as a non-voting liaison to the Awards Committee, Diversity and Inclusion Committee and Ethics Committee.  The Vice President for Membership shall have budgetary oversight of the membership, college programs and awards accounts and for the Awards, Diversity and Inclusion and Ethics Committees.  (1/13)

5.13        CHIEF EXECUTIVE OFFICER

The Chief Executive Officer shall be responsible for the day-to-day administration of Association business subject to policies and directives of the President and the Board of Directors.  The Chief Executive Officer will appoint and oversee a Chief Financial Officer with responsibility for the administration of all fiscal matters and shall have charge and custody of the records and seal of the Association.  The Chief Executive Officer shall assist the Executive Committee and distribute to the Members all notices, ballots and proxy materials required in connection with all elections.  The Chief Executive Officer shall serve as a non-voting liaison to the Board of Governors.  The Chief Executive Officer shall have budgetary oversight of all accounts on a daily basis.  The Chief Executive Officer shall be bonded in an amount equal to the anticipated total assets of the Association for his/her tenure in office, which shall be estimated by the Board of Directors and reviewed annually.  The Board of Directors shall appoint the Chief Executive Officer for a period of time as contractually stated.  (7/12)

5.14        REMOVAL OF OFFICERS

Any Officer of the Association may be removed by the Board of Directors at any time, with or without cause, by the affirmative vote of two-thirds of the Directors then in office whenever, in the Board's judgment, the best interests of the corporation will be served thereby.  Such removal shall be without prejudice to the contract rights of any person so removed.  (7/12)

5.15        DELEGATION OF DUTIES

In the absence of any Officer of the corporation, or any other reason deemed sufficient, the Directors may delegate, for the time being, the powers and the duties, or any of them, of such officer to any other Officer, or to any Director or other person that the Board of Directors may select.   (1/82)

5.16        OFFICER STIPENDS

Except as otherwise restricted in these Bylaws, the Board of Directors shall have the authority to fix the compensation of officers for their services.  (7/12)

 

ARTICLE VI

EXECUTIVE COMMITTEE

6.01            EXECUTIVE COMMITTEE

There shall be an Executive Committee of the Board of Directors, which shall consist of the six elected officers and the Chief Executive Officer who is an ex-officio (non-voting) member.  The Executive Committee shall be subject in all respects to the authority and direction of the Board of Directors and, between meetings of the Board, shall exercise the power and authority of the Board of Directors of oversight of the business and affairs of the Association.  The Executive Committee shall not have any power or authority as to (a) the submission to Members of any action requiring approval of the Members under the Nonprofit Corporation Law of 1988; (b) the filling of vacancies on the Board of Directors; (c) the adoption, amendment or repeal of the Bylaws; and (d) the amendment or repeal of any resolutions of the Board.  (4/11)

6.02            RESPONSIBILITIES AND POWERS

In addition to acting on behalf of the Board between meetings of the Board of Directors, the Executive Committee shall perform the following functions:

A.      The Executive Committee shall be responsible for the financial supervision of the Association with the Chief Executive Officer responsible on a daily basis.  The Executive Committee shall be responsible for reviewing and reporting on the financial records of the Association submitted each year at the annual meeting.  Members of the Executive Committee shall have oversight of areas of the Association’s annual budget; with such responsibilities being designated from time-to-time (see Article V).  The Chief Executive Officer shall select a firm to perform the annual audit and shall submit such audit to the Executive Committee and Board of Directors each year.  (4/11)

B.      The Executive Committee shall be responsible for submitting recommended changes in the Bylaws to the Board of Directors.  (4/11)

C.      The Executive Committee shall be responsible for recommending to the Board of Directors the appointment, reappointment and salary level of contract employees of the Association.  The Executive Committee will present its recommendations to the Board of Directors at least 30 days prior to any contract renewal notification deadline.  (4/11)

D.      PROHIBITION OF RE-SERVING ON EXECUTIVE COMMITTEE

No predecessor shall be eligible to run for the Executive Committee once they have progressed through the offices of the Executive Committee as specified by these Bylaws.  Predecessors may be appointed to fill a vacated term, subject to the provisions outlined in the NSCAA Regulations for the Conduct of Elections for Board of Directors.  (4/11)

 

ARTICLE VII

STANDING COMMITTEES AND ADVISORY COUNCILS

7.01        GENERAL PROVISIONS

The President appoints such committees/councils of the Board (and in each case, the chairperson and members thereof) including, without limitation, the Standing Committees and Advisory Councils described below.  The President’s appointments shall be subject to ratification by the Board.  All Standing Committee and Advisory Council chairs must be members of the Association.  Members of the Executive Committee shall serve as non-voting liaisons to Standing Committees and Advisory Councils but shall not chair such committees or councils.  Staff members, who may be liaisons or members of such committees, shall not chair Standing Committees or Advisory Councils.  The Board of Directors may delegate such authority to a Standing Committee as it deems appropriate and is not prohibited by applicable law.  Advisory Councils shall be advisory in nature, providing counsel to members of the staff, Board or others, but shall have no authority to set policy, nor shall they have responsibility for operations or management unless requested by the person or group being advised to assist as such.  All Standing Committees and Advisory Councils may be disbanded, or any member thereof removed, at any time by the Board of Directors with or without cause.  The composition of all Standing Committees and Advisory Councils shall, insofar as possible and appropriate, represent youth, high school, college and professional programs as well as diverse groups within the NSCAA.  Specific types of representation for each Standing Committee are outlined in the NSCAA Administrative Manual.  (4/11)

7.02            STANDING COMMITTEES

There shall be Standing Committees as described below.  The Board of Directors shall have the authority to eliminate Standing Committees or create new ones.  (1/04)

A.      Awards Committee.  There shall be an Awards Committee that shall be responsible for selecting recipients for all awards created by the Association other than awards that are specifically set forth as the responsibility of a separate committee.  The committee shall keep data files on all nominees, maintain a cumulative record of all award recipients and establish policies and procedures pertaining to all awards subject to the approval of the Board of Directors.  The Awards Committee shall also be responsible for preserving the historical archives of the Association, engaging in research concerning the history of soccer, and overseeing the NSCAA Hall of Fame.  The Vice President for Membership shall serve as the Executive Committee liaison to the Awards Committee, and the Associate Executive Director shall serve as the staff liaison.  (1/13)

B.      Convention Committee.  There shall be a Convention Committee that shall be responsible for coordinating planning, programming and physical arrangements for the annual convention and any regional events of the Association.  The Vice President for Events shall serve as the Executive Committee liaison to the Convention Committee and the Director of Events shall serve as the staff liaison.  (4/11)

C.      Diversity and Inclusion Committee.  There shall be a Diversity and Inclusion Committee that shall promote and support diversity initiatives and programs at all levels of the Association and within the game of soccer.  The Vice President for Membership shall serve as the Executive Committee liaison to the Diversity and Inclusion Committee and the Associate Executive Director shall serve as the staff liaison.  (1/13)

D.      Education Committee.  There shall be an Education Committee that shall oversee the NSCAA Academy program and other coaching education endeavors.  The Vice President for Education shall serve as the Executive Committee liaison to the Education Committee and the Director of Coaching Education shall serve as the staff liaison.  (7/12)

E.       Ethics Committee.  There shall be an Ethics Committee that shall be responsible for promoting ethical practices and behavior among coaches and players at all levels of competition.  The committee shall establish a Code of Ethics for both coaches and players and a Code of Conduct for both coaches and players at their respective levels of play.  The Ethics Committee shall make recommendations to the Board of Directors regarding violations of the Codes of Ethics and any punitive or corrective actions in connection therewith.  The Vice President for Membership shall serve as the Executive Committee liaison to the Ethics Committee and the Director of Coaching Education shall serve as the staff liaison.  (1/13)

F.       Foundation Committee.  There shall be a Foundation Committee that shall support the mission of the Association and provide resources to support coaches and organizations to improve soccer at all levels.  The Immediate Past President shall serve as the Executive Committee liaison to the Foundation Committee, and the Chief Financial Officer and Director of Marketing shall serve as the staff liaisons.  (4/11)

G.      Finance, Budget and Audit Committee.  There shall be a Finance, Budget and Audit Committee that shall support all fiscal matters of the Association under the fiduciary responsibilities of the Executive Committee and Board of Directors including financial policies and procedures and review of the annual budget and audit process.  The President shall serve as the Executive Committee liaison to the committee and the Chief Executive Officer and Chief Financial Officer shall serve as the staff liaisons.  (1/13)

7.03            ADVISORY COUNCILS

A.      Board of Governors Advisory Council.  There shall be a Board of Governors that shall advise the Board of Directors and staff on issues affecting the Association.  There shall be 10 members of the Board of Governors.  Nominations for the Board of Governors will be made by the Board of Directors and/or Board of Governors prior to the Board of Governors’ annual meeting at the NSCAA Annual Convention.  The Board of Directors shall elect each year during its annual meeting at the convention, two members who shall serve five-year terms.  The Board of Governors will recommend a chair, who must be a member of the Board of Governors with at least three years remaining in his/her term, to the President.  The chair of the Board of Governors may attend meetings of the Board of Directors and Executive Committee as a non-voting liaison.  Any member of the Board of Governors may call a special meeting of the Board of Governors in a time of crisis.  The Board of Governors may also conduct a meeting, normally by conference call, prior to the Board of Directors mid-year meeting.  The Immediate Past President shall serve as the Executive Committee liaison, and the Chief Executive Officer shall serve as the staff liaison.  (7/12)

7.04        AD HOC COMMITTEES, ADVISORY COUNCILS AND TASK FORCES

Subject to the same policies and procedures as Standing Committees, the President may appoint other ad hoc committees, advisory councils or task forces that are short-term, project-specific in nature.  These committees or task forces shall be disbanded after completion of their responsibilities.  (4/11)

7.05        TERM OF OFFICE AND VACANCIES

Appointments to committees shall be for one year, commencing upon ratification by the Board of Directors at its mid-year meeting, and shall continue until his/her successor is appointed, the committee member is no longer willing or able to serve, or the committee is disbanded.  If a vacancy occurs during a committee member’s term, the President shall have the power to appoint a replacement, subject to ratification by the Board of Directors at its next scheduled meeting.  (1/04)

7.06        QUORUM AND VOTING

A majority of the members of a committee or council shall constitute a quorum for the transaction of any business. The acts of a majority of the committee or council members present at any meeting with a quorum shall be considered the acts of the committee or council.  (4/11)

7.07        CONSENT OF COMMITTEE MEMBERS IN LIEU OF MEETING

Any action that may be taken at a meeting of any committee may be taken without a meeting if consent thereto in writing, setting forth the action so taken, shall be signed by all of the respective committee members and subsequently filed with the Chief Executive Officer.  (1/92)

 

ARTICLE VIII

INDEMNIFICATION

8.01        RIGHT TO INDEMNIFICATION

The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such a person is or was a Director or Officer of the corporation, or was serving at the request of the corporation as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise or entity, whether or not for profit, whether domestic or foreign, including service with respect to an employee benefit plan, its participants or beneficiaries, against all liability, loss and expense (including attorneys fees and amounts paid in settlement) actually and reasonably incurred by such person in connection with such proceeding, whether or not the indemnified liability arises or arose from proceeding by or in the right of the corporation, if such person acted in good faith and in a manner he/she reasonably believed to be in the best interests of the corporation.  (6/91)

8.02        ADVANCE OF EXPENSES

Expenses incurred by a Director or Officer in defending a proceeding may be paid by the corporation in advance of the final disposition of such proceeding, subject to the provisions of applicable law, upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation under applicable law.  (6/91)

8.03        PROCEDURE FOR DETERMINING ENTITLEMENT TO INDEMNIFICATION

To determine whether any indemnification under this Article VIII is required, the Board by a majority vote of a quorum consisting of directors not parties to such action, suit or proceeding may, and on request of any such person seeking indemnification or advance expenses shall be required to, determine in each case whether the applicable standards of conduct have been met, or such determination shall be made by independent legal counsel if such quorum is not obtainable, or, even if attainable, if a majority vote of a quorum of disinterested directors so directs.  The reasonable expenses of any Director or Officer in prosecuting a successful claim for indemnification, and the fees and expenses of any special legal counsel engaged to determine permissibility of indemnification or advance of expenses shall be borne by the corporation.  (4/11)

8.04        MODIFICATION OR REPEAL

No modification or repeal of any provision of this Article VIII shall affect, to the detriment of the Director or Officer, the obligations of the corporation to indemnify and to advance expenses to a Director or Officer in connection with a claim based on any act or failure to act occurring before such modification or repeal.  (4/11)

8.05        INDEMNIFICATION NOT EXCLUSIVE; INURING OF BENEFIT

The indemnification and advancement of expenses provided by this Article VIII shall not be deemed exclusive of any other right to which one indemnified may be entitled under any statute, agreement, vote of directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall inure to the benefit of the heirs, legal representatives and estate of any such person. The Board shall have the power to give other indemnification to the extent not prohibited by applicable law.  (4/11)

 

ARTICLE IX

AMENDMENT OF BYLAWS

9.01        AMENDMENT

These Bylaws may be altered, amended, or repealed, or new Bylaws may be adopted (a) with respect to those matters which are not by statute reserved exclusively to the Members, by the Board of Directors, by the affirmative vote of two-thirds of the Directors then in office, or (b) by the Members at their annual meeting by the affirmative vote of two-thirds of the Members entitled to vote and present, in person or by proxy, at the annual meeting of the Members; provided, however, that any amendments proposed to be acted upon at the annual business meeting of the Members shall be submitted in writing to the Secretary at least 120 days prior to the annual meeting of the Members and included by the Secretary with the notice to the Members of the annual meeting for the purpose of allowing voting by proxy.  (6/93)