Bylaws
Bay Area International F.C. Bylaws
- The name of this organization shall be the BAY AREA INTERNATIONAL F.C. and will
be known as the Club for all purposes hereinafter in this document. The Club is organized
exclusively for educational and youth sports purposes, including, for such purposes, the
making of distributions to organizations that qualify as exempt organizations described
under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any
future federal tax code.
Upon dissolution of the organization, assets shall be distributed for one or more exempt purposes
within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section
of any future federal tax code, for a public purpose. Any such assets not disposed of shall be
disposed of by a court of competent jurisdiction in the county in which the principal office of the
organization is then located, exclusively for such purposes or to such organization or
organizations, as said court shall determine, which are organized and operated exclusively for
such purposes.
1.1. The purpose of the Club shall be to develop, promote, and administer the game of soccer
among the youth within the jurisdictional area of the Club.
1.1.1. Participation shall be the key factor at the lower age levels with the emphasis shifting to
competitiveness only as players reach the older divisions.
1.1.2. The Club officers and all other Club members commit by their acceptance of office or
participation in the Club to the ideals of good sportsmanship, fair play, and the overall good of
the youth.
1.2. Membership is granted to all registered players and their parents and to the others as
approved by the Club officers.
1.3. Members of the Club shall teach and promote good sportsmanship.
1.3.1. The Club will educate members about soccer through sponsorship of regularly scheduled
soccer competitions and practices.
1.3.2. The Club will conduct other educational activities that shall be deemed appropriate to the
promotion of the sport of soccer. - The Club members shall meet annually during January for the purpose of presenting
awards and conducting other Club business as necessary or required. - The Club shall be governed by a Board of Directors; hereinafter known as the Board.
3.1. The Board shall consist of officers as listed with responsibilities in sections 3.1.1-3.1.9.
3.1.1. The President shall be the presiding officer of the Club and the Board. As presiding
officer, the president shall, subject to approval of the Board and as set forth in this document,
have general direction of the business of the Club. The President shall appoint chairpersons of
any standing or special committees that may be established. This position may be a paid position.
This position is a voting position.
3.1.2. There shall be a Vice President. The general duties of the Vice President include but are
not limited to general administration as assistant to the President and other officers. The Vice
President shall succeed to the powers of the President in his/her absence. This position is a
voting position.
3.1.3. The Secretary shall keep an accurate record of all official proceedings of the Club and the
Board; have custody of all official papers and records of the Club; record the minutes of all
official meetings of the Club and the Board; attend all official correspondence; provide a
complete list of members of the Board and the Club to any and all parent Associations or Clubs.
This is a voting position and may be paid position.
3.1.4. The Registrar/Admin shall register all Club members to include but not limited to players,
coaches, assistant coaches and referees; report to parent organizations all registrants for
registration and insurance purposes; maintain all records associated with registration and provide
team rosters to coaches. The Registrar shall be responsible for scheduling inter-club games. This
position may be a paid position. This position is a voting position.
3.1.5. The Coach Coordinator shall be responsible for coordinating the recruitment and training
of coaches for Club teams and with the Officials Coordinator, may represent the Club with any
parent organizations. This position may be a paid position. This position is a voting position.
3.1.6. The Team/Parent Coordinator shall be responsible for coordinating parent activities such
as but not limited to awards, fundraisers, pictures, publicity and distribution of information to
Club members. This position is a voting position.
3.1.7. The Treasurer shall keep an accurate record and have custody of all monies of the Club;
render all just bills and receipts; be prepared to submit a report at each official meeting of all
monies received and distributed since the last report; pay all bills for budgeted expenses as
directed by the Board and shall at the end of the term turn over all books, monies, records and
other property of the Club pertinent to the office of Treasurer. This position may be a paid
position and may be outsourced to a bookkeeping company. This position is a non-voting
position.
3.1.8. The Officials Coordinator shall be responsible for coordinating the recruiting and training
of referees for Club games played on Club fields; and with the Registrar/Admin, schedule inter-
Club games. The Officials Coordinator may be a paid referee for the Club. This position is a
non-voting position.
3.1.9 The Field Coordinator shall be responsible for maintaining the fields year round. While in-
season (one month before in house or games begin and one month after in house and games end)
grass will be cut every week, fields will be repaired/holes filled each week, fields will be lined
each week, goals and goal nets will be prepared for play each week, and fields will be watered at
least twice per week. While in off season (all months not included within in-season designation)
field coordinator will mow bi-weekly, line fields as needed for scrimmages/tournaments, repair
fields as needed, repair and suggest replacement of goals as necessary, and water at least once
per week. This position may be a paid position and may be outsourced to a lawn company. This
position is a non-voting position. - Board meetings shall be held once each month at a time to be established by majority
vote of the Board members.
4.1. Notification of official Board meetings shall be made to all Board members not less than
three days in advance of the meeting.
4.2. In the case of official Board meetings that meet the seven day notification requirement, a
quorum shall consist of those members present and voting.
4.3. Emergency meetings may be called by the President or by agreement of a majority of the
Board. All members shall be notified of the meeting not less than one day prior to the meeting. In
the case of an emergency meeting, a quorum shall consist of not less than fifty percent of active
Board members. Amendments to the Constitution, By-Laws and Rules and Regulations may be
made at official Board meetings that meet the seven-day advance requirement. All changes must
be voted upon at no less than two official Board meetings and must be passed by a two-thirds
majority of all active Board members. - No part of the net earnings of the corporation shall inure to the benefit of, or be
distributed to, its members, trustees, officers, or other private persons, except that the
corporation shall be authorized and empowered to pay reasonable compensation for
services rendered and to make payments and distributions in furtherance of its purposes.
No substantial part of the activities of the corporation shall be the carrying on of
propaganda or otherwise attempting to influence legislation, and the corporation shall not
participate in, or intervene in (including the publishing or distribution of statements), any
political campaign on behalf of or in opposition to any candidate for public office.
Notwithstanding any other provision of these articles, the corporation shall not carry on
any other activities not permitted to be carried on by an organization exempt from federal
income tax under section 501(c)(3) of the Internal Revenue Code or the corresponding
section of any future federal tax code. - The Club voluntarily affiliates itself (pending approval) with the South Texas Youth
Soccer Association (STYSA) as well as STXCL and submits to their rules
and regulations in all areas involving inter-Club competition. - The following rules of order apply for all intra-Club activities. Where there may be a
conflict with the rules or by-laws of parent or associated governing bodies that might
prevent inter-Club play or participation in tournaments or play-offs, the rules of the
associated organization will supersede those of the Club for the specific purpose of
allowing Club teams to participate in inter-Club play, tournaments, or play-offs; but, will
not change such rules for intra-Club play unless properly voted upon in accordance with
this document.
8.1. Registration of players and other Club members will be limited to individuals living within
the boundaries of the Club. Exceptions will be made according to the rules established by the
governing body or association.
8.1.1. Each player, prior to January 1st of the spring season or prior to August 1st of the fall
season, must have attained the minimum age of six years of age. Each player, prior to January 1st
of the spring season, must not have exceeded the age of eighteen years.
8.1.2. All players must be registered and have participated in not less than five Club games prior
to taking part in any inter-Club play-offs or tournaments.
8.1.3. All players must be registered prior to attending any team practice.
8.1.4. PER STXCL: Proof of age shall consist of:
Birth Certificate (Certified or verified copy only) it must have the certification seal from
the Texas Department of State Health Services (DSHS) or other appropriate government
agency.
A Uniformed Service Identification and Privilege card or the equivalent Department of
Defense form issued by the uniformed service of the United States (Form DD1173).
Birth Registration issued by the appropriate government agency or Board of Health
Records.
Passport
Alien Registration Card issued by the US Government
Certificate issued by Immigration and Naturalization Service attesting to age.
Certification of an American citizen born abroad issued by an appropriate government
agency.
IMPORTANT: Hospital, baptismal or religious certificates are NOT acceptable proof of
date of birth
8.1.5. Official registration of a player shall be deemed complete when the player has submitted a
completed registration form approved by the Board, provided proof of age if required, and paid
the required Club fees.
8.1.6. All coaches, assistant coaches, and trainers shall be deemed registered when they have
submitted a completed coaches registration form accepted by the Board and have met the kid
safe requirements of the parent or associated governing bodies.
8.1.6.1. Any coach continually displaying unsportsmanlike conduct will have their coaching
assignment subject to review by the Board.
8.1.6.2. A coaching assignment may be revoked by the Board at any time for willful violation of
Bylaws.
8.1.7. Exceptions to the eligibility and registration rules shall require approval of the Board.
8.2. Age limits and roster limitations shall be based on governing bodies rules.
8.2.1. It shall be the goal of the Club to promote competitive soccer for the benefit of the players.
8.2.1.1. The Board shall supervise the assignment of players for competitive-level teams within
their respective divisions or age brackets.
8.2.1.2. Assignment of players shall be based upon equitable distribution of players among teams
by division.
8.2.1.3. Items 8.2.1.1 and 8.2.1.2 apply to all players that may register at pre-registration,
registration or at any other time.
8.2.2. Age eligibility for the various divisions shall be based on player’s age as of midnight, July
31, of the year in which the player could be registered for fall season play. Any other rules or
requirements related to age eligibility shall be as recognized by governing bodies.
8.2.3. Players shall register with the Club and all players will be assigned to teams according to
the rules of the Club.
8.2.3.1. The number of players assigned to a team shall conform to governing bodies rules.
8.2.3.2. Tryouts for competitive teams shall be conducted according to the rules and
requirements of the governing bodies. - Rules of play and field size shall be in accordance with the current rules established by
the organization. - Conflicts of Interest: The following conflicts of interest policy shall be in effect to protect
this Club’s interests when it is contemplating entering a transaction or arrangement that
might benefit the private interest of an officer or director of the Club or might result in a
possible excess benefit transaction. This policy is intended to supplement but not replace
any applicable state and federal laws governing conflict of interest applicable to nonprofit
and charitable organizations.
10.1 Definitions
10.1.1 Interested Person: Any director, principal officer, or member of a committee with
governing board delegated powers, who has a direct or indirect financial interest, as defined
below, in an interested person.
10.1.2 Financial Interest: A person has financial interest if the person has, directly or indirectly,
through business, investment, or family:
10.1.2.1. An ownership or investment interest in any entity with which the Club has a transaction
or arrangement,
10.1.2.2. A compensation arrangement with the Club or with any entity or individual with which
the Club has a transaction or arrangement, or
10.1.2.3. A potential ownership or investment interest in, or compensation arrangement with, any
entity or individual with which the Club is negotiating a transaction or arrangement.
10.1.3 “Compensation” includes direct and indirect remuneration as well as gifts or favors that
are not insubstantial.
10.1.4 A financial interest is not necessarily a conflict of interest. Under section 10.2.2, a person
who has a financial interest may have a conflict of interest only if the appropriate governing
board or committee decides that a conflict of interest exists.
10.2 Procedures
10.2.1 Duty to Disclose: In connection with any actual or possible conflict of interest, an
interested person must disclose the existence of the financial interest and be given the
opportunity to disclose all material facts to the members of committees with governing board
delegated powers considering the proposed transaction or arrangement.
10.2.2 Determining Whether a Conflict of Interest Exists: After disclosure of the financial
interest and all material facts, and after any discussion with the interested person, he/she shall
leave the governing board or committee meeting while the determination of a conflict of interest
is discussed and voted upon. The remaining board or committee members shall decide if a
conflict of interest exists.
10.2.3 Procedures for Addressing the Conflict of Interest
10.2.3.1. An interested person may make a presentation at the governing board or committee
meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and
the vote on, the transaction or arrangement involving the possible conflict of interest.
10.2.3.2. The president of the governing board or committee shall, if appropriate, appoint a
disinterested person or committee to investigate alternatives to the proposed transaction or
arrangement.
10.2.3.3. After exercising due diligence, the governing board or committee shall determine
whether the Club can obtain with reasonable efforts a more advantageous transaction or
arrangement from a person or entity that would not give rise to a conflict of interest.
10.2.3.4. If a more advantageous transaction or arrangement is not reasonably possible under
circumstances not producing a conflict of interest, the governing board or committee shall
determine by a majority vote of the disinterested directors whether the transaction or
arrangement is in the Club’s best interest, for its own benefit, and whether it is fair and
reasonable. In conformity with the above determination, it shall make its decision as to whether
to enter into the transaction or arrangement.
10.2.4 Violations of the Conflict of Interest Policy:
10.2.4.1. If the governing board or committee has reasonable cause to believe a member has
failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis
for such belief and afford the member an opportunity to explain the alleged failure to disclose.
10.2.4.2.. If, after hearing the member’s response and after making further investigation as
warranted by the circumstances, the governing board or committee determines the member has
failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary
and corrective action.
10.2.5 Records of Proceedings: The minutes of the governing board and all committees with
board delegated powers shall contain the following:
10.2.5.1. The names of the persons who disclosed or otherwise were found to have a financial
interest in connection with an actual or possible conflict of interest, the nature of the financial
interest, any action taken to determine whether a conflict of interest was present, and the
governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
10.2.5.2. The names of the persons who were present for discussions and votes relating to the
transaction or arrangement, the content of the discussion, including any alternatives to the
proposed transaction or arrangement, and a record of any votes taken in connection with the
proceedings.
10.2.6 Compensation:
10.2.6.1. A voting member of the governing board who receives compensation, directly or
indirectly, from the Club for services is precluded from voting on matters pertaining to that
member’s compensation.
10.2.6.2. A voting member of any committee whose jurisdiction includes compensation matters
and who receives compensation, directly or indirectly, from the Club for services is precluded
from voting on matters pertaining to that member’s compensation.
10.2.6.3. No voting member of the governing board or any committee whose jurisdiction
includes compensation matters and who receives compensation, directly or indirectly, from the
Club, either individually or collectively, is prohibited from providing information to any
committee regarding compensation.
10.2.7 Annual Statements: Each director, principal officer and member of a committee with
governing board delegated powers shall annually sign a statement which affirms such person:
10.2.7.1. Has received a copy of the conflicts of interest policy,
10.2.7.2. Has read and understands the policy,
10.2.7.3. Has agreed to comply with the policy, and
10.2.7.4. Understands the Club is charitable and in order to maintain its federal tax exemption it
must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
10.2.8 Periodic Reviews: To ensure the Club operates in a manner consistent with charitable
purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic
reviews shall be conducted. The periodic reviews shall, at a minimum, include the following
subjects:
10.2.8.1. Whether compensation arrangements and benefits are reasonable, based on competent
survey information, and the result of arm’s length bargaining.
10.2.8.2. Whether partnerships, joint ventures, and arrangements with management organizations
conform to the Club’s written policies, are properly recorded, reflect reasonable investment or
payments for goods and services, further charitable purposes and do not result in inurement,
impermissible private benefit or in an excess benefit transaction.
