By-Laws

CUMBERLAND SOCCER CLUB

BYLAWS

Article I Name and Offices

Section 1. Name. The name of this Corporation is Cumberland Soccer Club (the “Corporation” or “Club”).

Section 2. Offices. The principal office of the Corporation shall be located in the Town of Cumberland, Maine, or at such other office, either within or without the State of Maine, as the Board of Directors may determine, or as the affairs of the Corporation may require from time to time.

Article II Affiliation

Section 1. This Corporation shall maintain affiliations with SoccerMaine, (United Soccer Federation of Maine (USFM)), the United States Soccer Federation (USSF) and the United States Youth Soccer Association (USYSA).

Section 2. The USSF and SoccerMaine Articles of incorporation, bylaws, policies and requirements take precedence over and supercede the governing documents and decisions of the Club and its members to the extent applicable under Maine state law. The Club and its members will abide by those Articles, bylaws, policies, and requirements of SoccerMaine.

Section 3. The Bylaws of the Club and other governing documents will be provided annually to SoccerMaine. The Club will allow SoccerMaine to review the documents and procedures of the Club, on request of SoccerMaine, not less than once every four years, to determine compliance with USSF and SoccerMaine bylaws.

Article III Purpose

Section 1. The purpose of the Club shall be:

a. to develop, promote, serve and administer the game of soccer in Maine;

b. to encourage, support and assist in the growth and development of instructional and recreational soccer programs and leagues in Maine communities for amateur soccer players of all ages from youth to adults;

c. to encourage, support and assist the participation of member players and teams of member players in soccer tournaments and programs inside and outside of Maine;

d. to provide education, training and licensing opportunities for players, coaches and referees participating in the game of soccer in Maine; and

e. to do any and all other acts necessary or desirable in the furtherance of the foregoing purposes and for the good of soccer.

Section 2. To affect the foregoing purposes of this Corporation, the Corporation shall have such powers as are conferred upon non-profit Corporations by the Maine Non-Profit Corporations Act, provided that:

a. no part of the net earnings of the Corporation shall inure to the benefit of any member, Director, officer of the Corporation or private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes). No member, Director, officer of the Corporation or private individual shall be entitled to share in the distribution of any corporate assets upon dissolution of the Corporation;

b. no substantial part of the activities of the Corporation shall be carrying on propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office; and

c. the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by any organization exempt under Section 501 (C) (3) of the Internal Revenue Code of 1986 and the regulations thereunder as they now exist or as they may hereafter be amended. The Club shall maintain its tax-exempt status under the Internal Revenue Code.

Article IV Membership

Section 1. Classes. There shall be two classes of members; (i) member players, coaches, trainers, managers, administrators, and officials who shall not vote; and (ii) persons elected to the Board of Directors who shall be entitled to vote at any meeting of the Corporation in accordance with these by-laws.

a. A member player is a person who is either eight (8) years of age or older as of August 1st of the membership year or shall be entering third grade in the fall of the membership year, who is a Maine resident and who is admitted by the Corporation after completing the application and registration procedures of the Corporation.

b. A member coach, trainer, manager, administrator, or official is a person who is admitted by the Corporation after completing the application and registration procedures of the Corporation.

Section 2. Requirements for Membership. Membership in the Club for players, coaches, managers, administrators and officials shall be as follows:

a. Players. Before an individual may be admitted as a member player, the individual, or the individual's parent or guardian in the case of a minor, must submit a written and signed registration/application on a form approved by the Corporation, pay to the Corporation the appropriate fee(s), submit proof of age and otherwise comply with any additional requirements as shall be established by the Corporation.

b. Coaches, trainers, managers, administrators, or officials. Before an individual may be admitted as a member coach, trainer, manager, administrator, or official, the individual must submit a written and signed registration application on a form approved by the Corporation, pay to the Corporation the appropriate fee(s), if any, submit proof of age and otherwise comply with any additional requirements as shall be established by the Corporation.

Section 3. Renewals. Any member player, or member coach, trainer, manager, administrator, or official in good standing may renew membership in the Corporation by complying with the re-registration/renewal procedures as established by the Board of Directors and by paying to the Corporation the appropriate fee(s).

Section 4. Non-Discrimination. Membership in this club shall not be denied to any individual because of race, color, age (except regarding player eligibility), religion, national origin, ethnic identity, parental or marital status, sex or sexual orientation. The Club will adopt and follow SoccerMaine policies prohibiting sexual and physical abuse.

Section 5. Discipline. The rights and privileges of any member player, member coach, trainer, manager, administrator, or official may be suspended for cause by majority vote of the Board of Directors (see Article XIV, Member Discipline).

Section 6. Voting Rights. Member players and member coaches may attend any general meeting of the Corporation, but they shall not vote.

Article V Meetings & Directors

Section 1. Number and Qualification. The entire Board of Directors shall consist of at least three, but not more than fifteen persons all of whom shall be of full age. The President, Vice President, Treasurer and Secretary shall be members of the Board of Directors

Section 2. Manner of Election. At the annual meeting of directors, the directors shall elect directors and officers to hold office until the next succeeding annual meeting. The directors shall be elected by a plurality vote.

Section 3. Term of Office. The term of office of the directors shall be one, two and three years, running in each case for the Corporation’s fiscal year, January 1 to December 31. In the event directors are not elected by the end of the fiscal year (December 31) of the last year of their term, directors will serve until the next election.

Section 4. Duties and Powers. The Board of Directors shall have control and management of the affairs of the Corporation. The directors shall in all cases act as a Board, regularly convened, and, in the transaction of business the act of a majority present at a duly convened meeting shall be the act of the Board, provided a quorum is present. The directors may adopt such rules and regulations for the conduct of their meeting and the management of the Corporation as they may deem proper, not inconsistent with the law or these bylaws.

Section 5. Meetings. The Board of Directors shall have its annual meeting in December for the election of directors and officers and for the transaction of any other business. Other regular meetings of the Board of Directors may be fixed at such times and places as the Board may from time to time determine.

Special meetings of the Board of Directors may be called by the President or by written request of any director.

Section 6. Notice of Meetings. Regular meetings of the Board may be held without notice, if the time and place of the meetings are fixed by the Board. Notice of special meetings shall be sent to each director by United States Mail or electronic mail at least three (3) days before the meeting. Notice of a meeting of directors need not be given to any director who signs a waiver of notice, either before or after the meeting.

Section 7. Place of Meeting. The Board of Directors may hold its meetings within the State of Maine at such places as may be designated by the Board.

Section 8. Quorum. At any meeting of the Board of Directors the presence of a majority of the Board then in office shall be necessary to constitute a quorum for the transaction of business. Should a quorum not be present, a lesser number may adjourn the meeting to some further time.

Section 9. Voting. At all meetings of the Board of Directors, each director shall have one vote. All actions shall be approved by majority vote unless otherwise provided herein.

Section 10. Vacancies. Any vacancy in the Board of Directors (except a vacancy created by an increase in the number of directors) may be filled by a majority of the remaining directors or by a sole remaining director at a special meeting which shall be called for that purpose within 30 days after the occurrence of the vacancy.

Section 11. Removal. Any director may be removed either with or without cause, at any time, at a special meeting of the directors called expressly for that purpose.

Article VI Officers

Section 1. Officers and Qualifications. The officers of the Corporation shall be a President, Vice-President, Secretary, Treasurer and such other officers as shall be determined. The same person may hold more than one office.

Section 2. Election. The officers shall be elected annually by the Board of Directors at its annual meeting.

Section 3. Term of Office. All officers shall hold office from January 1 to December 31. In the event the officers’ successors have not been elected by December 31, officers shall serve until successors are elected.

Section 4. Removal. Any officer may be removed by a majority vote of the Board of Directors or the shareholders either with or without cause whenever in its judgment, the best interests of the Corporation will be served thereby.

Section 5. Duties of Officers. The duties and powers of the officers of the Corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors. A single person may hold more than one office simultaneously.

a. President. The President shall preside at all meetings of the Corporation. He or she shall present at the meetings of the directors and report on the condition of the status of the Corporation. He or she shall cause to be called regular and special meetings of the directors in accordance with the requirements of statute and of these bylaws. He or she shall sign and execute all contracts in the name of the Corporation, and all notes, drafts, or other orders for the payment of money. He or she shall enforce these bylaws and perform all the duties incident to his or her office and which are required by law, and, generally, shall supervise and control the affairs of the Corporation. He or she shall make appointments of Registrar and Coaching Director(s) and such other committees or positions as he or she determines necessary.

b. Vice President. The Vice President shall discharge the duties and obligations and be vested with the power and authority of the President in the President’s absence.

c. Secretary. The Secretary shall have the care and custody of the books and records of the Corporation. He or she is responsible for a true and accurate recording of the transactions of the Board of Directors, if any, unless some other secretary of that meeting is appointed. He or she shall certify the transactions of the Corporation in whatever form may be required to authenticate its affairs. He or she shall further perform all duties incident to the office of Secretary of the Corporation. The Secretary shall ensure that a copy of the Corporation’s bylaws and its rules are forwarded to SoccerMaine each year.

d. Treasurer. The Treasurer shall have the care and custody of and be responsible for all the funds of the Corporation, and shall deposit such funds and any securities in the name of the Corporation in such banks or safe deposit companies as the Board of Directors may designate. He or she shall make, sign and endorse in the name of the Corporation all cheques, drafts, notes and other orders for the payment of money, and pay out and dispose of such under the direction of the Corporation. He or she shall make, sign and endorse any applications for loans or advances to the Corporation at its direction. He or she shall keep accurate books and records of account for all the business transactions of the Corporation. He or she shall render a full financial report of the business affairs and standing of the Corporation to the directors at the annual meeting. He or she shall further perform all duties incident to the office of Treasurer of the Corporation and such further duties relating to the financial affairs of the Corporation as may be assigned by the Board of Directors.

Section 6. Vacancies. All vacancies in any office shall be filled promptly either at regular meetings or at a special meeting called for that purpose.

Section 7. Compensation. No compensations except for reimbursement of expenses incurred on behalf of the corporation shall be paid to any Officer or Director of the Corporation for serving in such capacity without the approval of the other Directors.

Section 8. Meeting by Telecommunications. Regular or special meetings of the Board of Directors or any committees of the Directors may be held by means of a conference, telephone or similar communications equipment enabling all persons participating in such a meeting to hear each other. Participation at such a meeting shall constitute presence of that person at such meeting.

Section 9. Informal Action by Board of Directors or Committees. Any action required or permitted by law to be taken at a meeting of Directors or any committee may be taken without a meeting if a consent in writing setting forth the action so taken is signed by all members of the Board of Directors or committee, as the case may be.

Article VII Indemnification

Section 1. The Corporation shall, in all cases, 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 he or she is or was a Director, Officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney's fees, judgments, fines and amounts paid in settlement actually and reasonable incurred by him or her in connection with such action, suit or proceeding; except that no indemnification shall be provided for any person with respect to any matter as to which that person shall have been finally adjudicated in any action, suit or proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Corporation or, with respect to any criminal action or proceeding who had no reasonable cause to believe that his or her conduct was lawful or, in fact, believed that such conduct to be unlawful. The termination of any action, suit or proceeding by judgment, order or conviction adverse to such person, or by settlement or plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith in the reasonable belief that his or her action was in the best interest of the Corporation, or with respect to any criminal action or proceeding, that such person had no reasonable cause to believe that his or her conduct was lawful or, in fact, believed such action to be unlawful. The foregoing rights of indemnification shall, in the case of the death or incapacity of any Director, Officer or other person, inure to the benefit of his or her heirs, estate, executors, administrators, conservators or other legal representatives.

Article VIII Committees

Section 1. Executive Committee. The Officers shall comprise the Executive Committee. The Executive Committee shall have the authority of the Board of Directors and management of the Corporation between meetings of the Board of Directors except as their authority is limited by Section II of the Articles of Incorporation and Article III, Section 2 of these bylaws and except as it may be limited by resolutions of the Board of Directors.

Section 2. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate and appoint from among members one or more committees, other than the Executive Committee, each of which shall consist of two or more members, at least half of whom are Directors; the remainder need not be Directors. Such committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors and the management of the Corporation. However, no committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the 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 a plan of consolidation with another Corporation; authorizing the sale, lease, exchange of mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Corporation; or amending, altering or appealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed upon it or such Director by law.

Section 3. Other Committees. Other committees not having the authority of the Board of Directors and the management of the Corporation may be designated by a resolution of the Board of Directors for such terms and purposes as the Board of Directors deems fit. Except as otherwise provided in such resolution, members of such committees shall be members of the Corporation, the President shall appoint the members thereof, and the President shall be an ex officio member of such committees. Any member of any such committee may be removed by the person(s) authorized to appoint such member whenever, in their judgment, the best interests of the Corporation shall be served by such removal.

Section 4. Chair. One member of each committee shall be appointed chair by the President unless the selection of the chair is otherwise provided for by resolution of the Board of Directors or by these bylaws.

Section 5. Nominating Committee. The Nominating Committee of the Corporation shall consist of at least three (3) persons, at least one of whom shall also be a member of the Board of Directors. It shall be the responsibility of this committee to recruit persons to run for positions on the Board of Directors and for appointment on other committees of the Corporation. Prior to any general meeting at which the Board of Directors will be electing persons to the Board of Directors, the committee shall submit to the President a recommended slate of candidates for all positions to be elected. The President shall publish such list to Board of Directors at least fourteen (14) calendar days before the meeting of the Board of Directors to elect new members to the Board of Directors. At the meeting after the first call for nominations, the committee shall present its slate of recommended candidates. Before the period for nominations is closed, the presiding officer shall invite the Directors at the meeting to nominate any additional candidates for any positions. Such nominations at the meeting of the Board of Directors shall require the concurrence of at least two (2) members of the Board of Directors which are present and represented at the meeting.

Article IX Officers-Non Voting

Section 1. The Board of Directors of the Corporation may appoint one or more officers who shall serve at the pleasure of the Board and who shall be ex officio but non-voting members of the Board of Directors to include, without limitation the following:

a. Director of Coaching. The Director of Coaching shall be responsible for organizing, conducting and staffing coaches' training courses for licenses for soccer coaches of the teams of the Club. The Director of Coaching shall also assist in the recruitment and selection of state select team coaches and assistant coaches. The Director of Coaching shall perform such other duties and functions as may, from time to time, be assigned by the Board of Directors. The Director of Coaching shall serve a term of one year and may be re-appointed by the Board of Directors.

b. Club Referee Administrator. The Club Referee Administrator (“CRA”) shall be responsible for assigning referees to all matches of state cup tournaments sponsored by the Corporation and such other special matches as may be sponsored by the Club. In addition, the CRA shall perform such other tasks and duties as may be assigned, from time to time, by the Board of Directors. The CRA shall serve a term of one year and may be re-appointed by the Board of Directors.

c. Administrator. The Administrator shall be responsible for the organization and administration of the state office. The Administrator shall attend board meetings and work with the President to set the agenda for all meetings, including the Annual General Meeting. In addition, the Administrator shall perform all such other duties incident to the State Office and such other duties as may, from time to time, be assigned to him or her by the President or by the Board of Directors. The Administrator shall serve a term of one year and may be re-appointed by the Board of Directors.

d. Registrar. The Registrar shall be responsible for receiving and maintaining a record of all member players and member coaches as directed by these by-laws and by the rules of SoccerMaine; keep current and historical records of all player registrations and certify those players who are eligible to participate in programs, tournaments and other events sponsored by the Corporation or in such tournaments, competitions and programs as may be sponsored by other soccer associations consistent with the rules and regulations of SoccerMaine, the United States Soccer Federation and its youth affiliate, the United States Youth Soccer Association; serve as a liaison regarding all registration matters with SoccerMaine and otherwise perform all such other duties incident to the office of Registrar and such other duties as may, from time to time, be assigned to him or her by the President or by the Board of Directors. The registrar shall serve a term of one year and may be re-appointed by the Board of Directors.

e. Director of Risk Management. The Director of Risk Management shall be responsible for advising the Board and Club teams, associations and leagues in which the Club participates on risk management issues including, but not limited to, issues concerning health and safety of players, potential liability issues for the corporation, and insurance; the director shall assist the board in development and enforcement of sound risk management policies and practices, chair a risk management committee for this corporation, and shall perform such other duties as may be assigned by the President or the Board.

Article X Fiscal Year of the Corporation

Section 1. The fiscal year of the Corporation shall begin on January 1, and end on December 31 of the following year.

Article XI Waiver of Notice

Section 1. Whenever any notice (whatever) is required to be given under the provisions of the Articles of Incorporation or under the provisions of the Not-for-Profit Corporation Act of the State of Maine, a waiver thereof in writing, signed by the person(s) entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Article XII Membership Applications and Renewals for Clubs and Leagues

Section 1. Membership Applications. The Corporation shall ensure that the following requirements are met as a condition of membership:

a. The Corporation must agree to register all of its individual players, coaches, trainers, managers, administrators, and officials in the Corporation according to the Corporation's procedures and otherwise agree to abide the Articles of Incorporation, bylaws and valid resolutions of the Corporation.

b. All players, coaches, trainers, managers, administrators, and officials will be registered annually with the US Soccer Federation. USFM will pay all dues and fees of the Federation on a timely basis.

Article XIII Membership Fees

Section 1. The membership fee for members, including any separate class of members, shall be set by the Board of Directors. These fees may thereafter be changed by the Board of Directors from time to time in its discretion.

Article XIV Member Discipline and Disputes

Section 1. The rights and privileges of a member player, member coach, trainer, manager, administrator, official may be suspended for cause by the President. Cause for the suspension of the rights and privileges of a member coach, trainer, manager, administrator, official, or a member player may include, but is not limited to, the failure of the person (or his or her parent or guardian) to complete the registration or re-registration procedures or to pay the appropriate registration or re-registration fee or such other fees as may be required or such other procedures as may be required to be followed as a condition of membership.

Section 2. Any member whose rights and privileges are suspended or who is disciplined by the President of the Corporation shall be entitled to written notice of such action to be mailed by ordinary mail to the residential address of record of the member coach, trainer, manager, administrator, official, or player. Such notice shall include a statement to the member as to the right of appeal which shall be in the first instance to the Appeals Committee of the Board of Directors of the Corporation within ten (10) days after mailing notice to the suspended or disciplined member and the appeal shall be heard within ten (10) days of the receipt of such notice of appeal. Any member whose rights and privileges are suspended or who is disciplined by the Board of Directors and upheld by the Appeals Committee of the Board of Directors who wishes a further appeal of such suspension or discipline must file a Notice of Appeal to the Secretary of SoccerMaine within ten (10) days of receipt of a notice of the suspension of rights and privileges from the Corporation’s Appeals Committee of the Board of Directors. The failure to file such a Notice of Appeal within ten (10) days shall be grounds for the automatic dismissal of the appeal.

Section 3. The Board of Directors shall establish an Appeals Committee as it shall deem necessary from time to time to hear appeals and shall appoint such members to the Committee to provide any member whose rights and privileges have been suspended, and any player, coach, trainer, manager, administrator, official, or team subject to disciplinary action, with a reasonable and fair opportunity to present such information and to confront such allegations of misconduct as may be relevant to the issue at hand. The committee shall communicate its decisions in writing to the member and the Board of Directors.

Section 4. The responsibility for disciplining players, coaches, trainers, managers, administrators, officials, and teams rests in the first instance with the match referee, and then the President of the Club, league or the director of the tournament unless some other official has been specifically identified in advance of the match or tournament. Match referees and any other interested persons shall direct all reports or allegations of misconduct by players, coaches, trainers, managers, administrators, officials, teams or their supporting spectators to the local league President or to the tournament director who shall promptly investigate the matter and then act in summary manner to discipline those found to be responsible for the misconduct.

Section 5. It is the expressed and implied intention of SoccerMaine that the Club retains the right of self governance within its organization but that the Club shall adhere to the Articles of Incorporation, by-laws, rules and regulations of SoccerMaine in all matters pertaining to interstate, regional, national and international competitions or in other soccer competitions sponsored by SoccerMaine. It is contrary to the purpose of the Club and SoccerMaine and detrimental to soccer in Maine to resort to court action or the threat of court action unless and until all other avenues of relief for a resolution of the dispute through the procedures offered by the Club and SoccerMaine have been foreclosed. Accordingly, any recourse to the courts of any jurisdiction by any member before all of the rights and remedies provided by the Rules and Regulations of the Corporation shall have been exhausted shall be "conduct detrimental to soccer" and shall be cause for the immediate suspension of the rights and privileges of the member responsible for seeking such recourse.

Article XV Amendments

Section 1. The by-laws of the Corporation may be amended, added to or repealed at any general meeting by a two-thirds majority vote of the Board of Directors. No amendment shall be in order at any general meeting of the Corporation of Board of Directors unless the substance of it has first been published to all Directors at least fifteen (15) calendar days prior to the general meeting at which the amendment is to be considered.

Article XVI Annual Budget; Registration

Section 1. The Annual Budget shall be approved at the Annual Meeting of the Board of Directors or a Special Meeting dedicated to that purpose, all as described in Article V, Section 5.

Section 2. Registrations for players, coaches, trainers, managers, administrators, and officials may be accepted throughout the year by the Registrar but shall remain effective to August 31 and must then be renewed.

Adopted March , 2002