BYLAWS

OF

BOULDER COUNTY FORCE SOCCER CLUB

A Colorado Nonprofit Corporation

January, 2008



ARTICLE I - NAME

The name of this club is the Boulder County Force Soccer Club (hereinafter referred to as "BCF" or the "Corporation").

ARTICLE II - PURPOSE

The Boulder County Force Soccer Club is a Colorado nonprofit corporation serving as an educational organization existing to provide an opportunity for advanced soccer play to youths through the age of nineteen.

ARTICLE III - AFFILIATION

The Boulder County Force Soccer Club is affiliated with Colorado Youth Soccer and U.S. Club Soccer.

ARTICLE IV - OFFICES

4.1 BUSINESS OFFICES.  The principal office of the Corporation shall be such location in Boulder County, Colorado as may be determined from time to time by the Board of Directors.  The Corporation may also have one or more offices at such other place or places within or without the State of Colorado as the Board of Directors may from time to time determine, or as the business of the Corporation may require.

4.2 REGISTERED OFFICE.  The registered office of the Corporation shall be as set forth in the Articles of Incorporation unless changed as provided by the Colorado Revised Nonprofit Corporation Act (the "Act").


ARTICLE V - MEMBERSHIP

5.1 ELIGIBILITY - The membership (hereinafter referred to as "Member" or "Members") shall consist of:

a.    Any parent or legal guardian of any player properly registered and on the roster of a BCF team (a "Parent Member");
b.    Any player properly registered and on the roster of a BCF team (a "Player Member");
c.    Any person serving in the capacity of compensated coach or assistant coach at the U11 through U18 level (a "Coach Member"); and
d.    Any person invited by the Board of Directors to become a sponsor or unaffiliated member (a "Sponsor or Unaffiliated Member").

5.2 VOTING RIGHTS - There will be one vote per Member, subject to the following provisions of this Section 5.2.  No Player Member under Section 5.1.b. shall have the right to vote.  A Parent Member has as many votes as the number of Player Members for which the Parent Member is a parent or legal guardian.  If there is more than one Parent Member for a Player Member, only one Parent Member may vote.  A Parent Member who is also a Coach Member or Sponsor or Unaffiliated Member may only vote as a Parent Member. 

ARTICLE VI - GENERAL MEETINGS

6.1 ANNUAL MEETINGS.  The annual meetings of Members for purpose of the election of Directors to succeed those whose terms expire and for the transaction of such other business as may come before the meeting shall be held in each year at a time and date fixed in accordance with a resolution of the Board of Directors.  Unless otherwise determined by the Board of Directors, the annual meeting shall be held on the third Wednesday of April in each year.  If the day so fixed for such annual meeting shall be a legal holiday, then such meeting shall be held on the next succeeding Wednesday.

6.2 SPECIAL MEETINGS.  Special meetings of Members for any purpose or purposes may be called at any time by resolution of the Board of Directors.

6.3 PLACE OF MEETING.  Meetings of Members shall be held at the principal office of the Corporation or at such other place or places within Boulder County, Colorado as may be from time to time determined by the Board of Directors.

6.4 NOTICE OF MEETING.  The Corporation shall give each Member entitled to vote at a meeting fair and reasonable notice of the meeting.  Notice of an annual or special meeting of the Members shall be considered to be fair and reasonable if (a) it is given to the Members via U.S. mail, by telecommunication or by posting on the Corporation's website, (b) it notifies Members of the place, date and time of the meeting, and, for the annual meeting, the names of the nominees for open positions on the Board of Directors, and (c) is provided to Members not less than 10 days prior to the meeting, or if such notice is mailed by other than first class or registered mail, no fewer than 30 nor more than 60 days before the meeting date.

6.5 ORGANIZATION.  The President or Vice-President shall call meetings of Members to order and act as chairman of such meetings.  In the absence of said officers, any Member entitled to vote at such meeting may call the meeting to order and a chairman shall be elected to conduct the meeting.  In the absence of the Secretary of the Corporation, any person appointed by the chairman shall act as Secretary of such meetings.

6.6 QUORUM.  Members entitled to vote may take action on a matter at a meeting only if a quorum of those Members exist with respect to that matter.  Unless otherwise provided in the governing statute, the Articles of Incorporation or these Bylaws, at any meeting of the Members, a total of not less than ten Members represented in person shall constitute a quorum for the conduct of business.  In the absence of a quorum at any such meeting, a majority of the Members present and entitled to vote thereat may adjourn the meeting until a quorum shall be present or represented.

6.7 VOTING.  At every meeting of Members each Member having the right to vote shall be entitled to vote in person.  When a quorum is present at any meeting, action on a matter other than election of Directors is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless a greater number of affirmative votes is required by the Act, the Articles of Incorporation or these Bylaws.

ARTICLE VII - BOARD OF DIRECTORS AND OFFICERS

7.1 FUNCTION.  A Board of Directors (herein referred to as the "Board" or the "Board of Directors") shall manage the business and affairs of the Corporation.

7.2 NUMBER AND QUALIFICATIONS.  The Board of Directors shall consist of nine Members of the Corporation (herein referred to as a "Director").

7.3 NOMINATIONS TO THE BOARD.  The Board of Directors shall collect nominations of any Members for election to vacant positions on the Board at the next annual meeting.  Nominations for a position on the Board shall be submitted in writing to the Board, by either the nominee himself or herself or by another Member.  In addition, the Board may nominate Members for election to vacant positions on the Board.  If a nominee is nominated by another Member or by the Board, then the Board shall obtain the written confirmation from the nominee of his or her acceptance of such nomination.  Nominations by Members and, when applicable, written acceptances of such nominations, must be received by the Board no less than thirty (30) days prior to the date of the annual meeting.  Nominations by the Board must be made, and written acceptances thereof must be received, by the Board no less than ten (10) days prior to the date of the annual meeting.  Upon receipt of a timely nomination, the Board may reasonably request the nominee to submit personal information regarding the nominee, which information may be communicated to the Members so as to allow an informed vote by the Members at the annual meeting.

    If the number of nominations received by the Board for an annual meeting is less than or equal to two (2) times the number of positions on the Board to be filled at such annual meeting, then all such nominees shall be presented to the Members for vote at the annual meeting.  If the number of nominations received by the Board for an annual meeting is greater than two (2) times the number of positions on the Board to be filled at such annual meeting, then prior to the giving of notice of the annual meeting, in its sole discretion the Board may, but shall not be required to, select which of such nominees to present to the Members for vote, so long as the number of nominees presented for vote is no less than two (2) times the number of positions on the Board to be filled at such annual meeting.

7.4 ELECTION.  Nominees for positions on the Board of Directors shall be elected by the Members at the annual meeting.  The Members may vote for as many nominees as there are Board positions to fill at the annual meeting, or any lesser number.  The nominees equal in number to the number of positions on the Board to be filled who receive the highest number of votes from the Members at the annual meeting shall be elected to the Board.  In the event of a tie vote among nominees, then the Members at the annual meeting shall again vote, but only among the tied nominees.  The tied nominee (or nominees in the event there is more than one position on the Board that resulted in a tie vote in the initial election) who receives the highest number of votes from the Members in such second vote shall be elected to the Board.  If such second vote again results in a tie vote, then the Board shall in its discretion appoint one of the tied nominees to become a member of the Board at a special meeting of the Board called for that purpose to be held as soon as administratively practicable.  Such appointment by the Board shall be final.
 
    Newly elected Directors shall assume their duties immediately upon election, except as provided to the contrary in the penultimate sentence of the preceding paragraph of this Section 7.4 regarding the appointment of a Board member in the event of a tie vote.

7.5 TERM OF OFFICE.  The term of each Director elected by the Members shall be for three (3) years.  The terms shall be staggered so that the terms of three (3) Directors shall expire each year.  In order to implement the provisions of the previous sentence upon their adoption by the Board, the Board, at its discretion, shall be authorized to extend the term of a Director or Directors for up to one year as may be necessary to establish such stagger of Directors.
 
7.6 VACANCIES.  Any Director may resign at any time by giving written notice to the President or Secretary of the Corporation.  Such resignation shall take effect at the time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.  Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board of Directors.  If the vacancy is not filled within sixty days, the President shall appoint a person to fill the vacancy.  A Director selected to fill a vacancy shall be serve for the unexpired term of his predecessor in office.

7.7 REMOVAL OF DIRECTORS.  At a meeting of Members called expressly for that purpose, the entire Board of Directors or any lesser number, may be removed, with or without cause, by the affirmative vote of the majority of the Members then entitled to vote at an election of Directors.  In addition, any Director may be removed from the Board with or without cause by the unanimous vote of the remaining Directors.  Such removals may be made effective immediately, even if successors are not elected at the same meeting. 

7.8 REGULAR MEETINGS.  Regular meetings of the Board of Directors shall be held at such time or times as may be determined by the Board of Directors.  For such regular monthly meetings, no written notice of such meeting shall be required.  Attendance at any such regular meeting may be in person or by teleconference.

7.9 SPECIAL MEETINGS.  Special meetings of the Board of Directors may be called by the President or by any two Directors upon not less than two (2) days notice to each Director, either personally or by mail, telegram, fax, email or telecommunication.  Attendance at any such special meeting may be in person or by teleconference.  The appearance of a Director at such meeting either in person or by teleconference shall be deemed equivalent to such notice unless the Director attends for the express purpose of objecting to the transaction of business on the grounds that the meeting was not lawfully called or convened.  Unless otherwise required by the Act or by these Bylaws, the purpose or purposes of a special meeting of the Board of Directors need not be stated in the notice thereof.

7.10 QUORUM.  A majority of the number of Directors in office shall constitute a quorum for purposes of any regular or special meeting, and the act of a majority of the Directors present at a meeting either in person or by teleconference at which a quorum is present shall be the act of the Board of Directors.

7.11 COMMITTEES.  The President shall appoint such committees as he/she deems necessary for his/her term of office.  The Board, at its discretion, may appoint Members or non-Members to serve as advisory Board members for managers, referees, fields, and other functions as determined by the Board.

7.12 OFFICERS.  The officers of the Corporation shall consist of the President, Vice President, Secretary and such other officers as the Board of Directors may determine.  The Board of Directors shall elect the three above-named officers (President, Vice President and Secretary) by June 1 of each year.  The three above-named officers (President, Vice President and Secretary) must also be Directors.  The Board of Directors may elect additional officers at its discretion and in compliance with the Act, which additional officers need not be Directors or Members, and which additional officers shall serve under such terms and conditions as the Board of Directors may determine in its discretion.


7.13 DUTIES OF OFFICERS.  The duties of the officers shall include, but not be limited to the following:

a.    PRESIDENT.  The President shall, subject to the direction and supervision of the Board of Directors, be the chief executive officer of the Corporation and shall have general and active control of its affairs and business and general supervision of its officers, agents and employees.  The President shall, when present, preside at all meetings of the Board of Directors.

b.    VICE-PRESIDENT.  The Vice-President shall assist the President and shall perform such duties as may be assigned to him or her by the President or by the Board of Directors.  In the absence of the President, the Vice-President shall have the powers and perform the duties of the President.

c.    SECRETARY.  The Secretary shall: (1) keep the minutes of the Members' and Board of Directors' meetings; (2) see that any required notices are duly given in accordance with the provisions of these Bylaws or as required by law; (3) be custodian of the Corporation records and of the seal of the Corporation and affix the seal to all documents when authorized by the Board of Directors; (4) in general perform all duties incidental to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.  Assistant Secretaries, if any, shall have the same duties and powers, subject to supervision by the Secretary.

ARTICLE VIII - WAIVER AND NOTICES OF ACTION WITHOUT MEETING

8.1 ACTION WITHOUT A MEETING.  Any action required or which may be taken at a meeting of the Directors or Members may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors or Members entitled to vote with respect to the subject matter thereof.

ARTICLE IX - EXECUTION OF INSTRUMENTS

9.1 EXECUTION OF INSTRUMENTS.  The President shall have the power to execute on behalf and in the name of the Corporation, any deed, contract, bond, debenture, note or other instrument requiring the signature of an officer of the Corporation, except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.  Unless so authorized, no officer, agent or employee shall have any power or authority to bind the Corporation in any way, to pledge its credit or tender it liable pecuniarily for any purpose or in any amount.

9.2 CHECKS AND ENDORSEMENTS.  All checks and drafts upon the funds to the credit of Corporation in any of its depositories shall be signed by such of its officers, employees or agents as shall from time to time be determined by resolution of the Board of Directors.

ARTICLE X - FISCAL YEAR

10.1 FISCAL YEAR.  The fiscal year of the Corporation shall be as determined by the Board of Directors.

ARTICLE XI - AMENDMENTS

11.1 AMENDMENTS.  The Board of Directors may amend these Bylaws at any time to add, change, or delete a provision unless (a) a provision of the Act or of the Articles of Incorporation reserves such power to the Members in whole or in part, (b) a particular provision of these Bylaws expressly prohibits the Board of Directors from doing so, or (c) it would result in a change of the rights, privileges, preferences, restrictions, or conditions of the Members or a membership class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class. 

    The Members may amend these Bylaws at an annual meeting or special meeting called for that purpose, by the affirmative vote of the majority of the Members then entitled to vote at an election of Directors.

ARTICLE XII - INDEMNIFICATION

12.1 INDEMNIFICATION OF DIRECTORS.  The Corporation shall indemnify its Directors to the fullest extent permitted by Colorado law.

12.2 INDEMNIFICATION OF OFFICERS AND AGENTS.  The Corporation shall have the right, but shall not be obligated, to indemnify any officer, employee, fiduciary or agent of the Corporation to the same extent as it provides indemnification to its Directors.

12.3 INSURANCE.  By action of the Board of Directors, notwithstanding any interest of the Directors in such action, the Corporation may purchase and maintain insurance in such amounts as the Board of Directors deems appropriate to protect itself and any person who is or was a Director, officer, employee, fiduciary or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, fiduciary of agent or any other foreign or domestic corporation or of any partnership, joint venture, trust, other enterprise or employee benefit plan against any liability asserted against or incurred by such person in any capacity or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under applicable provisions of law or this Article.  Any such insurance may be procured from any insurance company designated by the Board of Directors, whether such insurance company is formed under the laws of Colorado or any other jurisdiction.

12.4 OTHER RIGHTS AND REMEDIES.  The indemnification provided by this Article shall be in addition to any other rights which a party may have or hereafter acquire under any law, provision of the Articles of Incorporation, any other or further provision of these Bylaws, vote of the Board of Directors, agreement, or otherwise.

ARTICLE XIII - PARLIAMENTARY PROCEDURE

Robert's Rules of Order, Revised shall govern matters of parliamentary procedure at all meetings.

ARTICLE XIV - CLUB DISSOLUTION

Provisions regarding the distribution of assets on dissolution are:

This organization is organized exclusively for charitable and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.

Upon dissolution of this Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code (or corresponding section of any future tax code), or shall be distributed to the federal government, for a public purpose.  Any such assets not so disposed of shall be disposed by the Court of Common Pleas of the county in which the principal office of 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.

CERTIFICATE

    The undersigned hereby certifies that he is the duly elected, qualified, acting and hereunto authorized Secretary of the aforesaid Corporation, and that the foregoing and annexed Bylaws constitute a true and complete copy of the Bylaws of said Corporation presently in full force and effect.


________________                _________________________________
Date                        Secretary of the Corporation