Greater
Bylaws
Revised
June 25, 2007
Articles
Article
1: Name
Article
2: Object
Article
3: General
Article
4: Definitions
Article
5: Members
Article
6: Officers
Article
7: Meetings
Article
8: Board of Directors
Article
9: Committees
Article
10: Discipline
Article
11: Parliamentary Authority
Article
12: Amendment of Bylaws
Article
13: Dissolution
Article 1: Name
The name of this
Association shall be Greater Atlanta Women’s Soccer Association Inc (GAWSA)
Article 2: Object
- Purpose
The purpose of this organization shall be to
provide control, regulation, promotion, and development of recreational and
competitive soccer for women’s teams headquartered in the metropolitan
Article 3: General
This
Association shall be a member of, Georgia State Soccer Association, US Adult
Soccer Association and the United States Soccer Federation (USSF). To the
extent permissible under all applicable
Article
4: Definitions
Article 5: Members
There shall be classes of members that include
the voting and non-voting members.
5.1 Voting
Shall include
one representative from each currently affiliated team in good standings and
all members of the Board of Directors.
5.2 Non-Voting
Shall include
Lifetime Members.
5.3 Terms of Membership
5.3.1 Qualification and Eligibility
Each Annual
Affiliate application for GAWSA membership shall be on a form (hard or soft
copy) as approved from time to time by the Board of Directors and shall provide
that the applicant agrees to abide by the articles of incorporation, bylaws,
policies, procedures and decisions of GSSA. The fees due shall accompany each
application for the current period. Application shall be filed with the
Registrar of the Association and shall be acted
upon according to the established policies and procedures of the Board of Directors.
5.3.2 Fees / Dues
5.3.2.a All fees assessed shall be determined by the
Board of Directors and shall be approved by a majority of authorized votes cast
at a duly called membership. An Affiliate shall pay an annual affiliation fee
as listed in the standing rules.
5.3.2.b All required fees are due as per GAWSA
policies.
5.3.2.c All current fee schedules shall be
available through the league registrar of Greater Atlanta Women’s Soccer
Association.
5.3.3 Resignation
Any Affiliate
desiring to resign from the Association shall submit its resignation in writing
to the Executive Director, who shall present it to the Board of Directors for
action. No Affiliate’s resignation shall be accepted until its entire financial
obligations to GAWSA are paid in full.
Article
6: Officers
6.1 The
Officers of the Association shall be
President
Vice
President
Secretary
Treasurer
6.2 Duties of the Board of Directors
No elected
Board members shall serve simultaneously in more than one elected position.
No elected
Board Member shall be a paid employee of GAWSA.
Members of
the Board may be removed from office for failure to perform assigned duties.
Any officer
absent from two (2) consecutive meetings or four (4) meetings in a year without
cause shall be considered unable to perform the assigned duties.
A two-thirds
vote of the Board shall be required to remove an elected member from his/her
position.
The President
shall appoint, with the approval of the Board, replacements to fill vacancies
on the Board arising from removal, resignation or departure of the incumbent
for any other reason. Upon approval by
the GAWSA Board, the appointee shall fill the remainder of the term with full
voting rights.
No individual
member may be elected to the same office for more than two (2) consecutive
terms. The only exception to this shall be that an individual who was appointed
to fill a vacancy of an un expired term of more than one year may not be
elected for more than two (2) terms.
The annual
budget shall be determined by the Board of Directors and shall be approved by a
vote of the general membership cast in a duly called meeting at which a
quorum is present.
The actions of the Board of Directors
shall be presented for approval to the membership at any general meeting.
6.3
Special Meetings.
The President
with approval of the Board shall call special meetings of the Association.
The President
at the request of a minimum of 33% (33 percent) of the eligible votes of
Affiliates shall call a special meeting. The meeting must be called within 14
days and be held within 60 days.
The Secretary
shall provide written notice of a called meeting of the Association to all
Affiliates at least (14) fourteen days in advance of the meeting date, and the
purpose of the meeting shall be stated in the call.
The
quorum for a special meeting shall be a majority of the votes eligible to be
cast at any meeting of the affiliated membership.
Membership Meetings
The Secretary
shall notify the affiliated membership (14) fourteen days prior to an AGM and
SAGM and shall provide copies of all proposed changes to GSSA rules,
regulations, policies, and bylaws.
Board of Directors’ Meetings
The Board
shall meet bi annually unless the Board directs otherwise, and at other times
at the call of the President or a majority of the Board. The order of business and agenda shall be as
determined by the President in consultation with the Secretary or as set forth
for general meetings. A majority of the voting members of the Board shall
constitute a quorum to conduct business.
Each member of the Board shall be entitled to cast one (1) vote on any
matter of business before the Board.
Voting by proxy shall not be allowed.
The Board of Directors may act on any matter without a meeting with the
written consent of all Directors. The
Board of Directors may conduct business via electronic meeting in accordance
with the policies established by the Association.
The Board of
Directors will select and employ a League Registrar to administer the
registration affairs of the Association’s administrative functions as provided
in the GAWSA Financial Policies Manual. The Board will set the salary and he/she will be directly responsible to the
Board through a designee of the Board.
The Board of
Directors will appoint a League Scheduler that shall have the duties of
generating a playing schedule made up of all current approved league teams
supplied by the League Registrar.
The Board of Directors will appoint a League Scores & Standings
statistician that shall have the duties of keeping current the leagues weekly game scores and
team standings during the current playing season.
The
Board of Directors will appoint a League Promotion & Relegation Committee
that shall have the duties of reviewing the final standing of all teams and
assigning teams to divisions in the upcoming season. There shall be a member of
each division represented on the Promotion & Relegation Committee and the
Chair shall be the League Scores & Standings statistician.
.
The Board of Directors will appoint a Web Master that shall have the
duties of keeping current the leagues Web Site.
The Board of Directors will appoint a League Player Coordinator that
shall have the duties of coordinating new players with existing teams during
the current playing season.
The
Board of Directors shall set all salaries, compensations and benefits as
provided in the GAWSA Policies &
Procedures Manual.
The Board may
appoint additional members to the Board who shall be non-voting members.
The Board of
Directors may dissolve any nonfunctioning committee as defined in Article 9:
Committees.
6.3 Duties
of Officers
6.3.1
President
6.3.1.1 The President is the Chairman of the Board and
is Chief Executive Officer of the Corporation.
6.3.1.2 The
President shall do the following:
1. Preside at all meetings of the Board of Directors
2. Preside at all general membership meetings
3. If the President is unable to
carry out this duty, the Vice President will preside as chair at meetings.
4. Oversee and direct all
activities of GAWSA
5. Sign contracts on approval by
the Board of Directors.
6. Cast a deciding vote or vote by
secret ballot.
7. Represent this Association in all matters that requires state
representation otherwise stated.
8. Submit an annual report at the General Meeting
9. Appoint committees and positions (unless otherwise stated) with
approval by a majority vote of the Board of Directors.
10. In the event any other officer is unable to complete the term of
office, the President, with the approval of the Board of Directors, shall
appoint another person to fill the remainder of the un-expired term.
6.3.2 Vice-President
The Vice President shall be responsible for the following
1.
Serve
as Discipline and Protest Chairperson for all GAWSA hearings.
2. Excusing themselves from a
D&P hearing and appointing an alternate Chairperson if there should be a
conflict
3. Serve as Risk Management
Chairperson for all GAWSA.
4. Serve as the GAWSA representative for all GSSA related Appeals; D&P
and Ethic & Grievance related issues as required by GSSA.
5. Set all GAWSA Appeals, Ethic & Grievance hearings as required by
the membership.
6. Preside at all meeting of the Board of Directors in the event that
the president cannot attend.
7. Preside at
all general membership meetings in the event that the president cannot attend.
8. If the President should resign or vacant the position for any reason,
the Vice President will assume the position of
President for the remainder of the Presidents term or until the next
officers election.
9.
Administering the suspension or curtailment of membership within GAWSA.
10.
Submission of an annual report to the Association at the Annual General Meeting
6.3.4 Treasurer
-
The Treasurer
shall be responsible for the following:
1.
Receive any
monies paid to this organization
2.
Keep records
on all the property of this organization;
3.
Maintain
a detailed account of the income and expenditures thereof;
4.
Deposit all funds
upon receipt in a bank account in the name of this organization;
5.
Present a
financial report with the present balance at each Council Meeting;
6.
Present
a written financial report at the Annual Meeting;
7.
Certify the
registration of each player and each team;
8.
Submit all
required affiliation and registration forms and fees to the GASA;
9.
Shall sign all
checks of the organization which must be countersigned by the President, except
when checks are written to the GSSA and/or GASA; and
10. Shall be bonded at the expense of the organization by
a recognized bonding company.
Secretary
The Secretary
shall be responsible for the following:
1.
Record the
minutes of all meetings and attend to the correspondence; and
2.
Furnish each
properly constituted team in good standing with a true and accurate copy of the
By-Laws when the team enters the
league.
3.
Oversee the position of GAWSA
Registrar
4.
Provide written notice of a called
meeting of the Association to all Affiliates at least (14) fourteen days in
advance of the meeting date, and the purpose of the meeting shall be stated in
the call.
5.
Notify the affiliated membership
(14) fourteen days prior to an AGM and SAGM and shall provide copies of all
proposed changes to GAWSA rules, regulations, policies, and bylaws.
6.
Provide annually to Georgia State
Soccer Association copies of its Bylaws and other governing documents
7.
Submit changes to those documents to
Georgia Amateur Soccer Association for approval not later than 90 days after
adoption
8.
Provide to Georgia State Soccer
Association any changes in the GAWSA Board of Directors and their contact
information.
9.
Upon reasonable request make
copies of all documents available to GAWSA Affiliates.
Registrar:
Receive all
affiliate applications for GAWSA membership.
6.5
Nomination of Officers (election by
ballot included)
The officers
of the board shall be:
Elected at
the Annual General Membership meeting
President –
elected in odd years
Vice
President – elected in even years
Secretary –
elected in odd years
Treasurer –
elected in even years
6.6 Resignation/
Removal/ Appointments
The duties
and powers of all elected officers shall cease at the end of the Annual General
Meeting of the second year of their two-year term or upon their resignation or
removal from office.
The duties
and powers of all appointed positions shall cease after they have made their
annual reports to the Annual General Meeting. The new officers have the duty to
fill appointed positions following the Annual General Meeting.
No elected
Board members shall serve simultaneously in more than one elected position.
Members of
the Board may be removed from office for failure to perform assigned duties.
Any officer
absent from two (2) consecutive meetings or four (4) meetings in a year without
cause shall be considered unable to perform the assigned duties.
A two-thirds
vote of the Board shall be required to remove an elected member from his/her
position.
The President
shall appoint, subject to the approval of the Board, replacements to fill
vacancies on the Board arising from removal, resignation or departure of the
incumbent for any other reason. Upon approval by the GAWSA Board, the appointee
shall fill the remainder of the term with full voting rights.
An individual
may not be elected to the same office for more than two (2) consecutive terms.
The only exception to this shall be that an individual who was appointed to
fill a vacancy of an unexpired term of more than one year may not be elected
for more than two (2) consecutive terms.
Article
7: Meetings
7.1 General
Membership Meetings
There shall
be semi-annual meetings of the GAWSA membership.
The primary
meeting of the Association shall be designated the Annual General Meeting
(AGM).
The AGM shall
be held during the third quarter of each calendar year, as designated by the
President.
The secondary
meeting of the Association shall be designated the Semi Annual General Meeting
(SAGM).
The SAGM
shall be held in the first quarter of the annual calendar year, as designated
by the President
It shall be
the responsibility of each team to have in attendance at both meetings a
minimum of one member to represent its team’s interests.
The annual
budget shall be determined by the Board of Directors and shall be approved by a
vote of the general membership cast in a duly called meeting at which a
quorum is present.
The actions of the Board of Directors
shall be presented at any general meeting.
It shall be the responsibility of the
General membership to appoint a nominations committee annually at the Semi
Annual General Meeting.
7.2 Voting
Representation
Voting
representation at the AGM and the SAGM shall be as follows:
One vote per
team in good standing with the association.
Prior to the
start of any membership meeting, credentials will be established to determine
the Authorized votes. For any issue before the GAWSA membership to be
determined by vote, the Authorized votes will be used.
The League
Registrar shall determine if a team has properly registered and for which it
has submitted the appropriate payment.
The GAWSA
Vice President shall determine if a team is in good standings with the league.
Any team that is found to be in a Not in Good Standings (Bad Standing) status
shall not be allowed to participate in the vote.
A majority of
the Board of Directors shall resolve any conflicts over credentials prior to
conducting any other business.
Article 8: Board
of Directors
The sole
authority of this Corporation shall be vested in a Board of Directors.
The board of
directors shall be comprised of four (4) members, the president, vice
president, treasurer and secretary.
The board of
directors will be responsible for enacting, reviewing and publishing policies
to enable the Association to attain its stated goals. (See
Article 7.1)
The board of
directors will be responsible for any and all financial responsibilities that
are incurred under their term on behalf of the GAWSA membership.
This Board
shall have full authority to act for the Corporation in all matters of
administration, and shall make a report to the Membership at its Annual and
Semi-Annual meetings of whatever business has been conducted by the board. This Board shall have power to incur
pecuniary liabilities on behalf of the Corporation.
The officers
of the board of directors shall be elected at the Annual General Meetings.
Subsection - The term of office shall be two years and/or until an Officer’s successor
is elected and qualified.
Subsection - Officers elected at
the AGM shall take office immediately after the Annual General meeting.
Subsection - An individual
may not be elected to the same office for more than two consecutive terms. The only exception to this shall be that an
individual who was appointed to fill a vacancy of an unexpired term of more
than one year may not be elected for more than two consecutive terms.
Election of Officers
The Officers
and Directors of the Association shall be elected at the Annual General Meeting
for a term of two years with the exception of the Playing Athlete.
All
Affiliates can vote for the positions of President, Vice President, Secretary
and Treasurer. The number of votes for voting members shall be determined as
described in Article 7.2. subsection .
Subsection:
The President
shall be elected in odd-numbered years.
The Vice
President shall be elected in even – numbered years.
Treasurer
shall be elected in odd - numbered years.
The Secretary
shall be elected in even – numbered years
Fourteen (14)
days prior to each Annual General Meeting and Semi Annual General Meeting, the
Secretary will inform the Affiliates of the number of eligible votes each will
be entitled to at the AGM or SAGM.
Article
9: Committees
9.1 Standing Committees
The GAWSA
President shall appoint Committee and Sub-committee Chairs, with the approval
of the GAWSA Board of Directors, unless otherwise stated.
All committee
appointments shall be annual appointments unless otherwise stated.
All committee
appointments shall take place at the first Board of Directors meeting following
the Annual General Meeting.
The
Standing Committees of GSSA shall be:
Adjudication
Bylaws &
Policy
Discipline
& Protest
Nominations
Promotion
& Relegation
Tournament
Adjudication
Committee:
This
Committee shall hear/ be divided into three sub categories, Appeals, Ethics and
Grievance and Risk Management.
These
committees shall hear all appeals properly submitted to the GAWSA League
President.
These
committees shall hear all appeals within a two (2) week period unless an
alternate date is requested in the written appeal.
The Vice
President will appoint an unbiased committee composed of: a Chair and two (2)
additional members for each individual hearing.
The Chair of
these committees must provide, in writing, the rulings of the committee to the
GAWSA Secretary for appropriate record keeping.
The Chair of
these committees must provide, in writing, the rulings of the committee to the
accused within ninety six (96) hours after the hearing.
This
committee shall adhere to and comply with all the requirements of Georgia State
Soccer Association, US Amateur Soccer
and USSF.
These
committees shall hear all grievances and questions of an ethical nature
properly submitted to the GAWSA League President.
These
committees shall hear all grievances within a two (2) week period unless an
alternate date is requested in the written appeal.
The Vice
President will appoint an unbiased committee composed of: a Chair and two (2)
additional members for each individual hearing.
The Chair of
these committees must provide, in writing, the rulings of the committee to the
GAWSA Secretary for appropriate record keeping.
The Chair of
these committees must provide, in writing, the rulings of the committee to the
accused within ninety six (96) hours after the hearing.
This
committee shall adhere to and comply with all the requirements of Georgia
Amateur Soccer Association, Georgia State Soccer Association, US Amateur Soccer
and USSF.
This
Committee shall be composed of the Chairman (Vice President) and two additional
members appointed by the GAWSA Board of Directors.
This
committee shall be responsible for reviewing ”Risk Management” issues that may
come before the Association and shall make recommendations to the GAWSA Board
of Directors for implementation of policies and procedures that protect GAWSA
and the affiliated membership.
The Committee
shall be composed of three (3) members appointed by the President
This Committee shall meet on an as
needed basis by the membership
This
committee shall be responsible for reviewing the Bylaws and Policies and
Procedures of GAWSA.
Proposed changes shall be presented in
accordance with Article 10 of the GSSA Bylaws.
This committee shall review all proposed changes properly submitted in
accordance with Article 10 of the GAWSA Bylaws prior to their distribution to
the Affiliated Members, standing Committee Chairs and the GAWSA Board of
Directors.
This
committee shall be prepared to discuss all proposed change(s) at the GAWSA
Annual General Meeting (AGM) or at the GAWSA Semi Annual General Meeting
(SAGM),
This
committee shall also be responsible for ensuring that Bylaws, Policies and
Procedures are all consistent with and in compliance with the same of Georgia
State Soccer Association, US Adult Soccer and USSF.
After review,
submit Bylaw proposals and recommendations from the committee to the GAWSA
secretary for dispersement to the membership.
The GAWSA Vice President will chair
this Committee unless other wise stated under the duties of Vice President.
Each hearing committee shall be
composed of the D&P Chair and three (3) additional members selected from
divisions of play other then the accused.
These
committees shall be composed of: members of whom, not more than one of who can
be from the same division.
Each hearing
committees shall hear appeals and protests that are directly related to game
incidents and rule on such matters in accordance with the Bylaws, General
Procedures and specific rules of GAWSA.
The Chair of
these committees must contact the accused and the team Manager, with in (96)
hours of notification of the infraction, to set a hearing date with in a (10)
ten-day period. Notification may be by email with confirmation required.
The Chair of
these committees must provide, in writing, the rulings of the committee to the
GAWSA Secretary for appropriate record keeping.
The Chair of
these committees must provide, in writing, the rulings of the committee to the
accused within ninety six (96) hours after the hearing.
This
committee shall adhere to and comply with all the requirements of Georgia
Amateur Soccer Association, Georgia State Soccer Association, US Amateur Soccer
and USSF.
Nominating Committee
This
Committee shall be appointed by the general membership at the Semi Annual
General Meeting.
This
Committee shall be composed of a chairperson and one additional member.
This
Committee is charged with seeking new members for the Board of Directors.
This
Committee is charged with publishing the slate of nominations to the membership
prior to the Annual General Meeting
The
Nomination Chair shall assume the floor as Chair of the AGM to hold elections
of Officers
Promotion
& Relegation Committee:
The committee
shall be composed of members that will represent each of the playing divisions
including an appointed Chair.
This
committee shall meet twice a year, prior to each of the two playing seasons to
review the standings of each team and division.
It shall be
the responsibility of this committee to assure the fair distribution of
approved teams into the correct playing divisions.
This
Committee shall recommend to the league scheduler the division of teams for the
upcoming season
The GAWSA
President shall appoint, with approval from the BOD, a Tournament Committee
Chairman.
The
Tournament committee shall do the following:
The committee
shall review and make recommendations on tournament games policies to the GAWSA
Board of Directors for approval.
Present a
date and location in writing for approval to the BOD thirty days prior to the
tournament.
Present a
budget in writing for approval to the BOD thirty days prior to the tournament.
Present a
nomination of a Tournament Director for approval to the BOD one hundred eighty
(180) days prior to the tournament.
Special Committees
The President
may establish special committees with the approval of the Board of Directors to
accomplish a special purpose. The membership and structure of these committees
will be determined at the time they are formed.
9.3 Ex-officio
members
The GSSA
President shall be an ex-officio member of all GAWSA committees except the
Nominating committee.
Suspension of
Membership
Any Affiliate
may be determined to be in bad standing for cause and placed in suspension.
Cause shall be defined but not limited to the following:
Failure to
pay registration fees
Failure to
pay fees or fines assessed against the Affiliate
Violations of
GAWSA Bylaws or Policies.
An Affiliate
in bad standing may not receive any privileges and/ or benefits of membership.
The Vice
President shall be responsible for administering the suspension or curtailment
of membership.
Any
suspension or expulsion shall be subject to appeal to the Appeals Committee as
outlined in Article 9: committees
Article
11: Parliamentary Authority
RULES
OF ORDER
All meetings
of this Association shall be conducted in accordance with the current edition
of Robert’s Rules of Order Newly Revised, except as otherwise provided in these
Bylaws and the Policies and Procedures of this Association.
Article 12: Amendment of Bylaws
The Bylaws
may be amended by a two-thirds vote of the affiliated members in good standing
at any duly authorized meeting of the Association.
Proposals for
amendment of the Bylaws must be made in writing and submitted to the GAWSA
Bylaws Committee Chair or the BOD with ten days of notification by the League
of a Bylaws Committee review. This is to allow ample time for the committee to
review and to allow (30) thirty days notice to all Affiliates prior to
consideration of such proposals at any meeting.
Any member in
good standing may make a Bylaw proposal.
Rules and Policy Changes
Rules / Regulations
& Policy of the association may be amended by a majority of the votes cast
by the Affiliates in good standing at any duly authorized meeting of the
general membership.
Proposals for
changes must be made in writing and submitted to the GAWSA Bylaws Committee
Chair with ten days of notification by the League of a Bylaws Committee review.
This is to allow ample time for the committee to review and to allow (30)
thirty days notice to all Affiliates prior to consideration of such proposals
at any meeting.
Article 13 Indemnifications:
The
Association shall indemnify to the fullest extent permitted by law it’s
Officers, Directors, employees and other representatives against any loss,
liability, costs or expense including attorney fees in any way arising out of
any act or omission taken by or omitted in good faith belief that such act or
omission was lawful and furtherance of the Association’s purpose.
Articlem13 Dissolution
In the event that GAWSA disbands,
after liabilities and obligations are satisfied in accordance with government
regulations, any remaining monies in the GAWSA treasury shall be dispersed as
determined by the GAWSA Board of Directors. None of the funds will be used for
the benefit of the individual members.