ESTABLISHED JULY 2017
ARTICLE I – NAME AND OFFICES
1.1 The name of this soccer league is the Northern New England Soccer League (NNESL). The principal office of NNESL shall be in New Hampshire.
ARTICLE II – PURPOSE
2.1 The purpose of NNESL shall be:
- To provide a youth soccer league that is governed by the Member soccer clubs from the seacoast areas of northern Massachusetts, southern Maine, and coastal New Hampshire. NNESL shall be used to provide opportunities for member soccer clubs to play in a competitive and developmental travel league that is sanctioned by a national soccer organization, including United States Club Soccer or United States Youth Soccer.
- NNESL is organized exclusively for charitable, educational, religious or scientific purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.
- NNESL shall strive to provide a competitive and developmental sports environment for playing soccer and futsal while promoting growth, respect, fairness, and fair play among its Members, players (and their parents/families), and coaches.
ARTICLE III – RECORD KEEPING
3.1 There shall be kept, at a location designated by the Board of Directors, records of Membership and complete accounts of the activities and transactions of NNESL. These shall include, but are not limited to, a minute book (electronically stored or on paper), copy of NNESL by-laws and all amendments.
ARTICLE IV – MEETINGS
4.1 The annual meeting shall be held in either January, February or March at a convenient time and place as determined by the Board of Directors.
ARTICLE V – MEMBERSHIP
5.1 Membership in NNESL shall be as follows,:
- Members shall consist of the Founding Member soccer clubs who formed NNESL, as follows:
Exeter Youth Soccer Association,
Dover Youth Soccer Association,
Rochester Youth Soccer Association,
ROSO Soccer Club,
Portsmouth City Soccer Club,
Hampton Attack Soccer Club and the,
Seacoast United Soccer Club
- NNESL membership is open to those soccer clubs that have completed a NNESL Membership application and have been approved for membership by a vote of the Board of Directors before the start of any season (such approval shall be in the sole discretion of the Board of Directors). The membership of any club approved by the Board of Directors must be ratified at the next annual meeting of NNESL for the membership to continue. Any club not so ratified shall not play in NNESL until so ratified at a subsequent annual meeting. No club may vote for members of the board of directors, or on any other matters, unless it had at least four (4) teams playing in NNESL the prior fall season. Those clubs with less than four (4) teams may be non-voting members.
- Members may be removed by a two thirds vote of the members of NNESL, in person or by proxy, at an annual meeting.
ARTICLE VI – BOARD OF DIRECTORS
6.1 The Board of Directors shall consist of nine (9) directors who shall be the officers and directors of NNESL. The nine (9) directors shall be:
- Vice President
- At Large (5 members)
The Initial Board of Directors shall be made up of one representative of each of the Founding Member soccer clubs, specifically, the Exeter Youth Soccer Association, Dover Youth Soccer Association, Rochester Youth Soccer Association, ROSO Soccer Club, Portsmouth City Soccer Club, Hampton Attack Soccer Club and the Seacoast United Soccer Club, and two additional members selected by the Founding Member soccer clubs.
6.2 Members of the Board of Directors shall be elected as follows:
- The Initial Board of Directors shall elect the President, and two at large board members to an initial term of three years, and shall also elect the Vice President, Treasurer, and one at large board member to a two-year term, and the Secretary and two at large board members to one-year terms.
- The second election, and all subsequent elections, shall elect board members to three-year terms, starting with the Secretary and two at large board members. The third election will then have the Vice President, Treasurer and one at large board members again stand for election for three-year terms, and the fourth election shall elect the President and two at large board members for three-year terms.
- The first election of the Board of Directors shall occur upon the adoption of these by-laws by the Founding Member soccer clubs described in paragraph 5.1. Thereafter, those clubs entitled to vote shall each have one vote for each position on the Board of Directors up for election. Votes may be cast by proxy.
- Each year at the annual meeting, elections shall be held for open Board positions. Candidates for the Board shall be placed into nomination by the nominating committee of the Board of Directors or by a majority of the then voting members of NNESL from those who applied to be considered for a board position as required in this paragraph. The nominating committee of the Board of Directors shall be made up of current members of the Board not up for re-election. Nominees are entered into consideration by completing an application and submitting it to the nominating committee at least thirty (30) days prior to the annual meeting. The nominating Committee shall determine the eligibility of each nominee based on the information provided in their application and shall, in its sole discretion, nominate those it believes are qualified to serve on the Board of Directors.
- The Nominating Committee shall complete their evaluation and shall present the nominees in the announcement of the Annual Meeting sent to all voting members.
- All NNESL voting members shall have one vote at any meeting of NNESL.
- Voting by proxy shall be permitted.
6.3 Expenses and Limitations on Directors from any member club
- Officer and Board positions are non-paid positions except for Board approved expenses incurred while performing their duties as Board members.
- Members of the board of directors need not be from a member soccer club in order to serve. However, no member soccer club shall have more than two members of the board of directors affiliated with that club.
- PRESIDENT: Shall preside over all meetings of the Board and perform other duties as assigned. The President shall be authorized to sign all checks.
- VICE PRESIDENT : Shall perform duties of the President when the President is not available and other duties as assigned.
- SECRETARY: Shall take minutes of the Board. Shall give notice of all meetings and shall maintain all official records, as well as performing other duties as assigned by the Board.
- TREASURER: Shall collect, receive, disburse and record all NNESL funds as well as keeping full and accurate accounts of receipts and disbursements. The Treasurer shall deposit all moneys in the name of NNESL and shall be authorized to sign all checks. In addition, the Treasurer shall render to the Board an account of all transactions and prepare or cause to be prepared any annual tax filings for NNESL. With the approval of the Board, the Treasurer may employ a bookkeeper and/or accountant to aid with performing the Treasurer’s duties. The Treasurer shall also perform any other duties as assigned by the Board of Directors.
- AT LARGE BOARD MEMBERS: The at large board members shall perform any duties as assigned by the Board of Directors.
- BOARD APPOINTED REGISTRAR: The Registrar shall be appointed by the Board of Directors for a 1-year term, but shall not be a voting member of the Board. The Registrar shall coordinate and receive registration fees and material for all NNESL clubs, coaches and players in accordance with the sanctioning body selected by the Board of Directors. The Registrar shall maintain the official records of NNESL clubs. The Registrar shall perform other duties as assigned by the Board of Directors.
- BOARD APPOINTED LEAGUE DIRECTOR: The League Director shall be appointed by the Board of Directors for a 1-year term, but shall not be a voting member of the Board. The League Director shall be responsible for the day-to-day operation of NHSSL in accordance with the policies for the League adopted by the Board of Directors. The League Director shall perform those duties assigned by the Board of Directors, and shall coordinate with the member clubs the assignment of teams to divisions and age groups, and shall manage all game assignments, schedules and referee assignments.
6.4.2 Conclict of Interest
- Each Director, prior to taking a position on the Board, and all Board Members on the Initial Board of Directors, shall submit in writing to the President of the Board a list of all businesses or other organizations of which he/she is an officer, director, trustee, member, owner (either as a sole proprietor or partner), shareholder, employee or agent, with which NNESL has, or might reasonably in the future enter into, a relationship or a transaction in which the Board Member would have conflicting interests. The President of the Board shall become familiar with the statements of all Board Members in order to guide conduct should a conflict arise.
- At such time as any matter comes before the Board in such a way as to give rise to a conflict of interest, the affected Board Member shall make known the potential conflict, whether disclosed by his written statement or not, and after answering any questions that might be asked of him/her, shall withdraw from the meeting for so long as the matter shall continue under discussion. Should the matter be brought to a vote, neither the affected Board Member nor any other Board Member with a pecuniary benefit transaction with NNESL shall vote on it.
- The Board of Directors will comply with all the requirements on New Hampshire Law where conflicts of interest are involved, including but not limited to the requirements of a two-thirds vote where the financial benefit to the Board Member is between $500 and $5,000.
- The New Hampshire statutory requirements dealing with pecuniary benefits (RSA 7:19-a and RSA 292:6-a) are hereby incorporated in full into and made an integral part of these By-Laws; and a copy of the relevant statues are attached hereto. These requirements include, but are not limited to, absolute prohibitions on loans from a charitable organization to a director or officer and prohibition of any sale or lease (for a term greater than five (5) years) or conveyance of real estate from an officer or director without the prior approval of the probate court. These requirements extend to both direct and indirect financial interests, a defined by the attached statutes
6.5 Terms of Office and Vacancies
- The election of Board Members shall occur at the NNESL Annual Meeting
- Vacancies on the Board between elections, including those of unexpired terms, shall be filed by a vote of the majority of the Board of Directors from nominations from the Board of Directors made at any regularly scheduled meeting of the Board.
6.6 Removal from office:
- Removal of a Board member requires a two-thirds vote by the then existing Board members or the member clubs of the NNESL at a meeting specially called for that purpose. The Board member subject to the removal vote shall not be entitled to vote on any motion to remove.
- A Board member may be removed for good cause, which includes, but is not limited to, more than three (3) absences from Board meetings in any 12 month period, behavior that is detrimental to NNESL, and actions that are inconsistent with the purpose of NNESL.
6.7 Coordinators and Non-Board Positions:
- The Board, as necessary may appoint advisors to the Board. Advisors shall be non-voting members of the Board.
- The Board, when possible, shall appoint, oversee, and define the job descriptions for the following coordinators, which may be members of the Board, or non-members
· Director of Coaching;
· Director of Training; and
· Website Coordinator
6.8 Power of the Board.
Except as expressly reserved for the vote of the Members as set forth in these Bylaws or under applicable law, all corporate power shall be exercised by or under the authority of, and the business and affairs of NNESL shall be managed under the direction of, the Board. Without limiting the generality of the foregoing, the Board shall have the following responsibilities:
- to ensure that the NNESL is operated in an effective manner in order to meet the purposes of NNESL as set forth in these By-Laws and, more specifically, to engage in activities designed to administer the League including rule-making, coordinating tournaments, educational and professional development for youth and referees and providing grants to underprivileged youth that could not otherwise afford to participate in club soccer;
- to monitor the operations of the NNESL and the Officers;
- to appoint the Registrar and League Director;
- to recommend to the Members the admission and removal of Members;
- to appoint committees as are necessary to conduct the business of NNESL, including the Disciplinary/Protest Committee; and
- to produce, receive and accept financial statements and budgets.
6.9 Meetings of the Board.
Meetings of the Board shall occur as needed, but no less often than every other month. Notice of all Board meetings shall be sent to all Members electronically at least 7 days prior to any meeting, together with an agenda for the meeting.
ARTICLE VII – MISCELLANEOUS PROVISIONS
7.1 Fiscal Year.
The fiscal year of NNESL shall be the twelve (12) month period ending on December 31.
NNESL may have a seal in such form as the the Board may adopt and from time to time alter at its pleasure, although a seal is not required except as required by law.
The original or attested copies of, any Articles of Incorporation, By-laws, and records of all meetings of the incorporators, Board, and Committees shall be kept at the principal office of the NNESL, or at an office of its transfer agent or of the Secretary, League Director or of its resident agent. It is not necessary that all of said copies and records be kept in the same office.
7.4 Secretary Certificates.
A certificate by the Secretary or a Temporary Secretary as to any matter relative to the Articles, By-laws, records of the proceedings of the incorporators, Board, or any committee of the Board as to any action taken by any person or persons as an officer or agent of the NNESL, shall as to all persons who rely thereon in good faith be conclusive evidence of the matters so certified.
7.5 Corporate Name.
The name of the NNESL shall be “Northern New England Soccer League”.
7.6 Principle Office and Notices to Board.
NESL shall maintain its principal office in the State of New Hampshire at the place set forth in the Articles or at such other place as determined by the Directors. Where in these By-laws notices are required to be sent to the Board, such notices shall be sent to NNESL’s principal office c/o the Board.
ARTICLE VIII – INVESTMENTS
The NNESL shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board, provided, however, that no action shall be taken by or on behalf of the NNESL if such action is a prohibited transaction or would result in the denial of the tax exemption under the Internal Revenue Code and the regulations promulgated thereunder as they now exist or as they may hereafter be amended or under state law. Except as the Directors may otherwise direct, the President may vote, attend meetings, sign consents, waive notice of meetings, and appoint any person or persons or organization to act as proxy in respect of the securities which may be held by this NNESL.
ARTICLE IX – EXEMPT ACTIVITIES
Notwithstanding any other provision of these Bylaws, no Director, officer, employee, or representative of NNESL shall take any action or carry on any activity by or on behalf of NNESL not permitted to be taken or carried on by an organization exempt under Section 501 of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
ARTICLE VIII – AMENDMENT OF ARTICLES OF ORGANIZATION AND BY-LAWS
NNESL’s Articles of Organization and By-laws may only be amended and/or restated by a vote of the majority of the voting Members. Prior to any meeting seeking to amend the By-laws, written notice must be given to all Members ten (10) days prior to that meeting.
ARTICLE X – LEAGUE RULES OF OPERATION
The rules of operation for NNESL shall be adopted by the Board of Directors in the first instance. All rules of operation adopted by the Board of Directors must be ratified by majority vote at the next annual meeting of NNESL. Amendments to the Rules of Operation may be made at any annual meeting of NNESL provided that notice of any amendment has been given to the Board of Directors at least 30 days prior to the annual meeting. Any member club may propose an amendment to the rules of operation to the Board of Directors. Board of Directors may make temporary amendments to the rules of operation between annual meetings, with such temporary rules subject to approval by the members at the next annual meeting.
ARTICLE XI – QUORUMS FOR MEETINGS
A quorum for action by the Board of Directors shall be a majority of the then sitting members of the Board of Directors. A quorum at any annual meeting shall be a majority of the voting members present at the meeting present in person or by proxy, except where votes of a majority or more of voting member clubs is required by these By-Laws.
ARTICLE XII – DISSOLUTION
Upon dissolution of NNESL, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Service Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state of local government, for a public purpose.