FC Spokane Bylaws

FOOTBALL CLUB OF SPOKANE

BYLAWS

Article 1

NAME, DURATION AND AFFILIATION

1.1 Name. The name of the corporation shall be FOOTBALL CLUB OF SPOKANE (hereinafter "FC Spokane", or "Club", or "corporation").

1.2 Duration. The duration of the corporation shall be perpetual.

1.3 Affiliation. The corporation is affiliated with the United States Soccer Federation, other federation countries governing bodies and their affiliates and the Federation de Football Association.

Article 2

OFFICES

2.1 Registered Office and Registered Agent. The registered office of the corporation shall be located in the state of Washington at such place as may be fixed from time to time by the Board of Directors upon filing of such notices as may be required by law. The registered agent shall have a business office identical with such registered office.

2.2 Other Offices. The corporation may have other offices within or outside the state of Washington at such place or places as the Board of Directors may from time to time determine.

Article 3

MEMBERSHIP

3.1 General. The membership of FC Spokane (hereinafter "Members") shall consist of the following:

(a) current players, parents and/or legal guardians of current players – the parent and/or legal guardian of a player who signs the parental authorization/registration forms shall be the voting member for that player; and

(b) members of the Board of Directors.

3.2 Member Rights. Each Member shall have one vote in any matter for which Members may vote, except that a parent or guardian shall have one vote for each player currently enrolled in the Club, but no additional vote if that parent also qualifies as a Member by virtue of being on the Board of Directors. The Members shall have no voting rights with respect to the election of the Board of Directors.

3.3 Jurisdiction. FC Spokane shall have jurisdiction over its Members.

3.4 Admission as a Member. An individual desiring to apply to become a Member of FC Spokane shall follow the requirements set forth by the corporation in its application process.

3.5 Discontinuation of Membership. Any violation of the membership requirements of these bylaws by a Member shall require a probationary hearing by the Board of Directors within thirty (30) days, to determine what actions are necessary by the Member to come into compliance with these bylaws and to establish a probationary period of up to ninety (90) days for the Members to take such actions and shall provide for suspension of all membership privileges if not satisfied. Members failing or refusing to follow the FC Spokane bylaws, policies, procedures, or rules or attempting to circumvent a decision rendered by the Club, or seriously damaging the interest of the Club, face suspension or expulsion at the sole discretion of the Board of Directors. Notification of suspension or expulsion shall be made in writing and suspension or expulsion shall require a two-thirds (2/3) vote of the Board of Directors.

3.6 Nondiscrimination Policy. FC Spokane and its members will not discriminate against any individual on the basis of race, color, religion, age, sec or national origin.

3.7 Conflict of Interest. No Members of FC Spokane shall engage themselves in a FC Spokane position or function in an effort to secure an advantage for another organization or for their personal or business gain. Any potential conflict of interest shall be declared in a disclosure statement to the Board, either voluntarily or upon request of the Board. If a conflict of interest is evident, the Board shall request the withdrawal of the person or recommend an investigation.

3.8 Meeting Place. All meetings of the Members shall be held at the registered office of the Corporation, or at such other place as shall be determined from time to time by the Board of Directors, and the place at which any such meeting shall be held shall be stated in the notice of the meeting.

3.9 Annual Membership Meeting. The annual membership meeting shall be held for the purpose of reporting on the past year's activities and voting on any matter that the Board of Directors brings before the Members. The annual membership meeting shall be held in April of each year.

3.10 Special Meetings. Special meetings of the Members for any purpose may be called at any time by the President or Board of Directors.

3.11 Notice. Notice, in the form of a record, in a tangible medium, or in an electronic transmission ("email"), stating the place, day, and hour of the annual meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting.

3.12 Waiver of Notice. A waiver of any notice required to be given any Member, signed by the person or persons entitled to such notice, whether before or after the time stated therein for the meeting, shall be equivalent to the giving of such notice.

3.13 Voting. A Member may vote in person or by proxy executed in writing by such member or such member's duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months form the date it is executed, unless otherwise provided in the proxy. Members shall have no right to vote for the election of the Board of Directors.

3.14 Quorum. A quorum shall consist of at least the President, one-half (1/2) of the Board of Directors, and five percent (5%) of the members.

Article 4

BOARD OF DIRECTORS

4.1 Number and Powers. The management of all the affairs, property, and interests of the corporation shall be vested in a Board of Directors consisting of not less than one (1), nor more than nine (9) persons. The Board of Directors shall have the authority to increase and decrease the number of Directors within the constraints of these Bylaws. Except as otherwise provided herein, directors shall be elected annually for a term of one (1) year to succeed the directors whose terms expire at each annual meeting. The Board is expressly granted the authority to provide for such terms, as the Board is expanded, to implement this intent.

4.2 Election of Directors. The current Board of Directors shall prepare a list of candidates to fill the open positions at the upcoming annual meeting of the Board of Directors. The list shall be provided to the current Board of Directors thirty (30) days prior to the annual meeting. The election of Directors shall be held at the annual Board of Directors meeting. The current Board of Directors shall have sole authority to elect persons to serve on the Board of Directors for the next annual term.

4.3 Change of Number. The number of Directors may at any time be increased or decreased by amendment of these Bylaws or by resolution of the Board of Directors, but no decrease shall have the effect of shortening the term of any incumbent director.

4.4 Vacancies. All vacancies in the Board of Directors, whether caused by resignation, death, or otherwise, may be filled by the affirmative vote of a majority of the remaining directors even though less than a quorum of the Board of Directors. A director elected to fill any vacancy shall hold office for the unexpired term of the predecessor director and until a successor is elected and qualified.

4.5 Duties of Directors.

(a) Due care and loyalty. Each person who is a director shall perform the duties of a director, including any duties the director may have as a member of any committee:

(1) In good faith;

(2) In a manner the director reasonably believes to be in the best interest of the corporation; and

(3) With the care an ordinarily prudent person in a like position would use under similar circumstances.

(b) Right to rely on experts. In performing corporate duties, a director may rely on information, opinions, reports, or statements, including financial statements or other financial data prepared or presented by:

(1) One (1) or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;

(2) Legal counsel, public accountants, or other persons concerning matters which the director reasonably believes to be within their professional or expert competence; or

(3) A committee, the deliberations of which the director reasonably believes merits confidence, concerning matters within the committee's designated authority.

(c) Failure to act in good faith. A director fails to act in good faith if the director relies on information provided by the above persons even though the director has knowledge concerning a particular matter that would make reliance on the information unwarranted.

4.6 Regular Meetings. Regular meetings of the Board of Directors may be held at the registered office of the corporation or at such other place or places, either within or without the state of Washington, as the Board of Directors may from time to time designate. The annual meeting shall be in April of each year, or at such other time and place as the Board of Directors shall designate by written notice.

4.7 Special Meetings. Special meetings of the Board of Directors may be called at any time by the President or upon written request by a majority of the directors. Such meetings shall be held at the registered office of the corporation or at such other place or places as the directors may from time to time designate.

4.8 Notice. Notice of all regular and special meetings of the Board of Directors shall be given to each director by three (3) days' prior service of the same by mail, personal delivery or by electronic transmission pursuant to the requirements under RCW 24.03.009. Such notice need not specify the business to be transacted at, nor the purpose of the meeting.

4.9 Quorum. A majority of the entire Board of Directors shall be necessary and sufficient at all meetings to constitute a quorum for the transaction of business.

4.10 Waiver of Notice. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. A waiver of notice signed by the director or directors, whether before or after the time stated for the meeting, shall be equivalent to the giving of notice.

4.11 Registering Dissent. A director who is present at a meeting of the Board of Directors at which action on a corporate matter is taken shall be presumed to have assented to such action unless the director shall file a written dissent or abstention to such action with the person acting as the secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a director who voted in favor of such action.

4.12 Executive and Other Committees. The Board of Directors may appoint, from time to time, from its own number, standing or temporary committees. Such committees may be vested with such powers as the Board may determine by resolution passed by a majority of the full Board of Directors. No such committee shall have the authority of the Board of Directors in reference to amending, altering, or repealing these Bylaws; electing, appointing, or removing any member of any such committee or any director or officer of the corporation; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, or exchange of all or substantially all of the property and assets of the corporation other than in the ordinary course of business; authorizing the voluntary dissolution of the corporation or adopting a plan for the distribution of the assets of the corporation; or amending, altering, or repeating any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered, or repealed by such committee. All committees so appointed shall provide reports which will be documented in the regular meeting minutes. The designation of any such committee and the delegation of authority thereto, shall not relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.

4.13 Remuneration. Directors shall serve without compensation for their services in such capacity. Notwithstanding the foregoing, directors may be entitled to reimbursement for reasonable expenses incurred by virtue of and in furtherance of their responsibilities as directors, but only if and to the extent agreed upon in advance by the board, and only if supported by timely and thorough documentation of such expenses.

4.14 Loans. No loans shall be made by the corporation to any director.

4.15 Removal. Any director may be removed at any time, with or without cause, by the affirmative vote of two-thirds (2/3) of the entire board (not including the director whose removal is at issue). Notice stating that a named director shall be considered for removal and the cause for such removal must be mailed to the director prior to a duly called meeting of the Board of Directors at the same time and in the same manner prescribed for the notice of the meeting.

4.16 Action by Directors without a Meeting. Any action required or permitted to be taken at a meeting of the directors, or of a committee thereof, may be taken without a meeting by a consent in the form of a record under RCW 24.03.465 setting forth the action so taken, executed by all of the directors, or all of the Members of the committee, as the case may be. Such consent shall have the same effect as a unanimous vote.

4.17 Meetings by Video Conferencing, Telephone Conference, Etc. Any or all directors may participate in a meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating can hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

Article 5

OFFICERS

5.1 Number and Qualifications. The officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer, each of whom shall be elected by the Board. Other officers and assistant officers may be elected or appointed by the Board, such officers and assistant officers to hold office for such period, have such authority and perform such duties as provide in these Bylaws or as my be provided by resolution of the Board. Any officer may be assigned by the Board any additional title that the Board deems appropriate. Any two or more offices may be held by the same person.

5.2 Election and Term of Office. The officers of the corporation shall be elected each year by the Board at the annual meeting of the Board. Unless an officer dies, resigns, or is removed from office, he or she shall hold office until the next annual meeting of the Board or until his or her successor is elected, whichever comes late.

5.3 The President. The President shall, subject to the Board's control, supervise and control all of the assets, business and affairs of the corporation. The President shall preside over meetings of the Board. The President may sign deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other officer or in some other manner. In general, the President shall perform all duties incident to the office of President and such other duties as are assigned to him or her by the Board from time to time.

5.4 The Vice President. In the event of the President's inability to act, the Vice President shall perform the duties of the President, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the President. The Vice President shall have, to the extent authorized by the President or the Board, the same powers as the President to sign deeds, mortgages, bonds, contracts or other instruments. The Vice President shall perform such other duties as from time to time may be assigned to them by the President or the Board.

5.5 The Secretary. The Secretary shall issue notices for all meetings, except for notices of special meetings of the Board of Directors which are called by the requisite number of directors, shall keep minutes of all meetings, shall have charge of the seal and the corporate books, and shall make such reports and perform such other duties as are incident to the office, or are properly required of the Secretary by the Board of Directors.

5.6 The Treasurer. The Treasurer shall have the custody of all monies and securities of the corporation and shall keep regular books of account. The Treasurer shall disburse the funds of the corporation in payment of the just demands against the corporation or as may be ordered by the Board of Directors (taking proper vouchers for such disbursements) and shall render to the Board of Directors from time to time as may be required, an account of all transactions undertaken as Treasurer and of the financial condition of the corporation. The Treasurer shall perform such other duties as are incident to the office or are properly required by the Board of Directors.

5.7 Delegation. If any officer of the corporation is absent or unable to act and no other person is authorized to act in such officer's place by the provisions of these Bylaws, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer or any director or any other person it may select.

5.8 Vacancies. Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting of the Board.

5.9 Loans. No loan shall be made by the corporation to any officer.

5.10 Term - Removal. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer or agent elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

5.11 Salaries. The officers of the corporation shall receive no salary. However, officers shall be reimbursed for reasonable expenses actually incurred in the performance of their duties.

Article 6

DEPOSITORIES

The monies of the corporation shall be deposited in the name of the corporation in such bank or banks or trust company or trust companies as the Board of Directors shall designate, and shall be drawn from such accounts only by check or other order for payment of money signed by such persons, and in such manner, as may be determined by resolution of the Board of Directors.

Article 7

NOTICES

Except as may otherwise be required by law, any notice to any director may be delivered personally, by electronic transmission pursuant to RCW 24.03.009 or by mail. If mailed, the notice shall be deemed to have been delivered when deposited in the United States mail, addressed to the addressee at the addressee's last known address in the records of the corporation, postage prepaid.

Article 8

INDEMNIFICATION

The corporation shall indemnify its officers, directors, employees and agents to the greatest extent permitted by law. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or who is or was serving at the request of the corporation as an officer, director, employee or agent of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan, against any liability asserted against such person and incurred by such person in any such capacity or arising out of any status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article.

Article 9

CONTRACTS AND CONVEYANCES

All contracts, deeds, conveyances, negotiable instruments, and other instruments of like character which have first been approved by the Board of Directors shall be signed by the president or vice president and by the secretary or as otherwise directed by the Board of Directors.

Article 10

BOOKS AND RECORDS

The corporation shall keep accurate and complete books and records of account and shall keep minutes of the proceedings of its Board of Directors; and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its directors, giving the names and addresses of all directors.

In the event there is a conflict between a provision of these Bylaws and the Internal Revenue Code of 1986, as amended, a mandatory provision of the Articles of Incorporation or a mandatory provision of the laws of the state of Washington, then any conflicts shall be resolved by giving priority to the Internal Revenue Code of 1986, as amended, then the mandatory provision of laws of the state of Washington, and finally the mandatory provision of the Articles of Incorporation shall control.

Article 11

AMENDMENTS

The Board of Directors shall have the power to make, alter, amend, and repeal the Bylaws of this corporation.

Article 12

CHARITABLE PURPOSES/NEGATION OF PECUNIARY GAIN

12.1 Charitable Purposes. The corporation is organized exclusively for charitable, religious scientific, literary, or educational purposes within the meaning of §501(c)(3) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws.

Notwithstanding any provisions of these Bylaws to the contrary, this corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization qualified for tax-exempt status under §501(c)(3) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws. Furthermore, this corporation shall neither conduct nor carry on any activities which subject the corporation to liability for excise taxes imposed pursuant to §§4941, 4942, 4943, 4944, or 4945, of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws.

The corporation will not engage in nor shall any of its funds, property, or income be used in carrying on propaganda or otherwise attempting to influence legislation; nor shall the corporation participate or intervene in any political campaign (including the publishing or distributing of statements), on behalf of any candidate for public office.

12.2 Negation of Pecuniary Gain. No part of the net earnings of this corporation shall ever inure to or for the benefit of or be distributable to its directors, officers, or other private persons, except that the corporation shall be empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes for which it was formed.

12.3 Support of Youth Soccer Activities. In furtherance of the charitable purposes listed above, the Club supports the development of soccer players at U-5 through U-19 age levels and organizes a soccer academy program for all age levels. The Club is designed to provide individual and team training opportunities for players within the greater Spokane area. The Club will organize and direct players in premier, select and recreational soccer programs. The club will provide the best structure, environment and coaching staff available in order to enhance the players', the teams' and the Club's development. The Club will make every effort to play at the highest available and appropriate level. The club is devoted to the development of youth soccer.

Article 13

DISSOLUTION

The Corporation may be dissolved at any time by a vote of more than two-thirds (2/3) of the Board. In the event of the dissolution of the Corporation, whether voluntary or involuntary or by operation of law, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation 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.

The undersigned secretary of the corporation does certify that the above and foregoing Bylaws of said corporation were adopted by the directors as the Bylaws of the corporation and that the same do now constitute the Bylaws of this corporation.