BY-LAWS OF PITT-GREENVILLE SOCCER ASSOCIATION (As Amended June 26, 2014)

ARTICLE I    Name, Purpose, Affiliation & Policy

Section 1. Corporation Name.
The name of this non-profit corporation shall be Pitt-Greenville Soccer Association, Inc. and it is referred to herein as “PGSA”.

Section 2. Mission Statement.
It is the mission of the PGSA to foster the physical, mental and emotional growth and development of area boys and girls through the sport of soccer. The goal of the PGSA is to provide opportunities to its players who possess a high level interest in soccer and demonstrate dedication to their own development as a soccer player. The PGSA supports a recreational as well as a more competitive environment that demands commitment by both the parent and the player. It is the vision of the PGSA to develop the player in all aspects of soccer as well as leadership, sportsmanship and fair play.

Section 3. Exclusive Purpose.
The PGSA is organized exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

No part of the net earnings of the PGSA shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons, except that the PGSA shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the PGSA shall be carrying on propaganda, or otherwise attempting to influence legislation, and the PGSA shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this documents, the PGSA shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding sections of any future federal tax code.

Upon dissolution the PGSA, 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 federal tax code, or shall be distributed to the federal government, or to the state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Superior or District Court of Pitt County, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Section 4. Affiliation & Policy.
The PGSA shall be a local division of, and comply with the authority of, the North Carolina Youth Soccer Association (hereinafter “NCYSA”), and the United States Youth Soccer Association (hereinafter “USYSA”) (See Attachment “A”). All policy of the PGSA shall generally follow the policy of the NCYSA and USYSA.

ARTICLE II Office

Section 1. Principal Office.
The principal office of the PGSA shall be located in Greenville, North Carolina as such places may from time to time be fixed and determined by the Board of Directors.

Section 2. Mailing Address.
The mailing address of the PGSA shall be Post Office Box 3915, Greenville, North Carolina 27836, or such other addresses as may from time to time be fixed and determined by the Board of Directors.

ARTICLE III Membership and Meetings of Members

Section 1. Membership.
The membership of the PGSA shall consist of the following. 1. Members:

1. Parents, legal guardians, and all teams of Pitt-Greenville Soccer Association then registered for play during that soccer seasonal year (August through May). According to the North Carolina Youth Soccer Association, all teams from Academy through and including U-14 play both fall and spring schedules. Teams from ages U-15 through U-18 only play a fall or spring season. A team is a member of Pitt-Greenville Soccer Association even if it is on an “off-season”.

2. All persons who currently serve on the Board of Directors of Pitt-Greenville Soccer Association.

3. The Referee Assignor for Pitt-Greenville Soccer Association.

4. The Director of Coaching for Pitt-Greenville Soccer Association. 

5. Affiliated Members: All players, coaches, and employees of the City of Greenville Parks and Recreation associated with Future Stars and the Adult Soccer League.

Voting Members:

a. “Voting members” of the Association shall be the parents or legal guardians of duly registered players (one vote per household), registered coaches, assistant coaches, and managers. If a registered coach, assistant coach or manager is the parent or guardian of a duly registered player, the one vote per household still applies, no exceptions.

b. All persons who currently serve on the Board of Directors of Pitt-Greenville Soccer Association.

No annual membership fees are charged; however, fees for participation in organized activities may be charged by the PGSA and the NCYSA to operate each individual program. Members must agree to be bound by the rules and regulations of PGSA.

Section 2. Annual Meeting.
The annual meeting of the Members for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held in August of each year. The Board of Directors shall determine the date and location of the annual meeting.

Section 3. Substitute Annual Meeting.
If the annual meeting shall not be held on the day designated by the Bylaws, a substitute annual meeting may be called in the manner provided for the call of a special meeting in accordance with the provisions of Section 4 of the Article III, and a substitute annual meeting so called shall be designated as and shall be treated for all purposes as the annual meeting.

Section 4. Special Meetings.
Special meetings of the Members may be called at any time by a majority vote of the Board Members.

Section 5. Notice of Meetings.
Notice of the annual meeting shall be provided by the Board of Directors no later than the last regularly scheduled monthly meeting of the Board of Directors which immediately precedes the annual meeting.

Section 6. Presumption of Assent.
Those Members who do not attend the annual meeting shall be presumed to have assented to the action taken at the annual meeting unless their dissent or abstention is made known to the Secretary of such meeting before the adjournment thereof.

ARTICLE IV Board of Directors

Section 1. General Powers.
The property, affairs and business of the PGSA shall be managed by the Board of Directors. Each Director shall be entitled to one vote. Officers of the PGSA shall also be voting Directors of the Board. No Director of the Board shall use the resources, business, or finances of the PGSA for personal use or profit.

Section 2. Composition of the Board.
The number of Directors shall be fifteen (15), unless otherwise expanded or decreased in accordance with these Bylaws. The Board of Directors shall be composed of the Executive Officers (President, Vice President, Secretary, and Treasurer) and eleven (11) other representatives from the general membership, all of whom shall be entitled to one vote.

The Board may in its discretion appoint additional non-voting Directors from time to time as the need arises. Non-voting Directors shall abide by these Bylaws in the same manner as voting Directors of the Board, except the non-voting Directors shall not be entitled to a board vote on PGSA matters.

Section 3. Term of Office.
The President, Secretary, and six (6) other Directors from the general membership shall continue in office until the annual meeting of Members held in an even year next after his election and until a successor shall have been elected; or until his death; or until he shall resign or shall have become disqualified or shall have been removed in the manner hereinafter provided.

The Vice-President, Treasurer, and the five (5) remaining Directors from the general membership shall continue in office until the annual meeting of Members held in an odd year next after his election and until a successor shall have been elected; or until his death; or until he shall resign or shall have become disqualified or shall have been removed in the manner hereinafter provided.

Members of the Board may serve successive terms.

Section 4. Nominations for Election of Directors.
Must be 18 years of age or older to run for a position on the Board of Directors.

Each year, the President will appoint a Nominating Committee made up of three board members of the PGSA, who are not up for re-election, to seek out qualified candidates. Qualified candidates must come from the membership.
The Nominating Committee shall solicit and recommend candidates to be elected to the Board of Directors by the voting members at the annual general membership meeting.
Any member, as defined in Article III, Section 1, wishing to run for election or re-election must submit his or her intent in writing to the PGSA Nominating Committee prior to July 1st of each year.
The Nominating Committee shall report to the Board of Directors on all qualified nominations at the last general meeting before the Annual Meeting in August.
All approved candidates applying for a Board position will be placed on the ballot. Voting for the Board of Directors will take place at the annual meeting held in August of each calendar year. A simple majority of eligible “voting members” present at the annual meeting will determine the result of the elections for positions on the Board of Directors. Board Members must clear risk management before assuming duties on the PGSA Board of Directors.

Section 5. Removal.
Any Director may be removed at any time with or without cause by a majority vote of the Members at the annual meeting; or by a three-fourths vote of the remaining Directors; or it the Director fails to attend seventy (70%) percent of the monthly board meetings during any one calendar year provided a Motion for Removal is properly presented at a board meeting.

Section 6. Resignation.
Any Director may resign at any time by giving written notice to the President or the Secretary. Such resignation shall take effect at the time specified therein, or if no time is specified therein, at the time such resignation is received by the President or the Secretary.

Section 7. Vacancy.
Any vacancy in the Board of Directors shall be filled by election at an annual meeting of Members or at a special meeting of Members called for that purpose. In the event a vacancy occurs in the Board of Directors prior to an annual meeting of Members, a new Director may be appointed by a majority vote of the remaining Directors, and the new Director shall serve until the next designated annual meeting.

Section 8. Presiding Board Member.
The President shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board.

ARTICLE V Meetings of Directors

Section 1. Regular Meetings.
Regular meetings of the Board of Directors shall be held on a monthly basis at a time and location designated by the President. All board meetings shall be open to any Member of the PGSA, space permitting. All regular meetings will be conducted in the following order of business:

• • !  Call to Order

  • !  Approval of Minutes

  • !  Treasurer’s Report

  • !  Committee Reports

  • !  Old Business

  • !  New Business

  • !  Adjournment

Section 2. Special Meetings. 
Special meetings of the Board of Directors may be called by the President as the need arises.

Section 3. Quorum and Manner of Action.
A majority of the number of Directors shall constitute a quorum for the transaction of any business at any meeting of the Board of Directors. Except as otherwise expressly provided in this Section, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 4. Presumption of Assent.
A Director who is present at a meeting of the Board of Directors at which action on any PGSA matter is taken shall be presumed to have assented to the action taken unless his dissent or abstention is voiced or is otherwise recorded in the minutes of the meeting, or unless he shall file his written dissent or abstention to such action with the person acting as the Secretary of the meeting before the adjournment thereof.

Section 5. Proxies.
Directors may vote either in person or by one agent authorized by a written proxy executed by the Director. A proxy may limit its use to particular issues before the Board or may be a general in nature, but in no event shall the proxy be valid for more than three consecutive board meetings.

ARTICLE VI Officers

Section 1. Executive Officers.
The Executive Officers of the PGSA shall be a President, Vice-President, Secretary, and Treasurer. The Executive Officers shall also serve as Directors.

Section 2. Subordinate Officers and Agents.
The Board of Directors from time to time may appoint other officers or agents, each of whom shall hold office for such period, have such authority, and perform such duties as the Board of Directors from time to time may determine.

The Board of Directors may delegate to any officer or agent the power to appoint any subordinate officer or agent to prescribe his respective authority and duties.

Section 3. President.
The President shall be the Chief Executive Officer of the PGSA, and, subject to the instructions of the Board of Directors, shall have general charge of the business affairs and property of the PGSA, and control over its other officers, agents and employees. He shall preside at all meetings of the Members and of the Board of Directors. The President shall do and perform such other duties as from time to time may be assigned to him by the Board of Directors.

Section 4. Vice-President.
At the request of the President, or in his absence or disability, the Vice-President shall perform all the duties of the President and when so doing, shall have all the powers of and be subject to all the restrictions upon the President. The Vice- President shall have such authority as from time to time may be assigned to him by the Board of Directors.

Section 5. Secretary.
The Secretary shall keep the minutes of the meetings of Members and of the Board of Directors. He shall be custodian of the records, books, reports, statements, certificates, and other documents of the PGSA and of the seal of the PGSA. In general, he shall perform all duties and possess all authority incident to the office of Secretary, and he shall perform such other duties and have such other authority as from time to time may be assigned to him by the Board of Directors.

Section 6. Treasurer.
The Treasurer shall have supervision over the funds, securities, receipts and disbursements of the PGSA. He shall keep full and accurate accounts of the finances of the Corporation in books provided for that purpose, and he shall cause a true statement of its assets and liabilities as of the close of each fiscal year, and charges in surplus for such fiscal year. He shall in general perform all duties and have all authority incident to the office of Treasurer and shall perform such other duties and have such other authority as from time to time may be assigned or granted to him by the Board of Directors. He may be required to give a bond for the faithful performance of his duties, in such form and amount as the Board of Directors may determine.

Section 7. Duties of Officers May be Delegated
In case of the absence of any Officer of the PGSA or for any other reason that the Board may deem sufficient, the Board may delegate the powers of duties of such Officer to any other Officer or to any Director for the time being provided a majority of the entire Board of Directors concurs therein.

Section 8. Committees.
The PGSA will have the following committees: Building and Grounds, Finance, Fundraising, Public Relations, Team Development, and Tournament. The Board may appoint additional committees as deemed necessary. A PGSA Board Member will chair each committee. Chairpersons shall advise the Board on all matters pertaining to the programs under their jurisdiction. Appointment to committees will not be limited to PGSA Board of Directors. Each PGSA Board Member will serve on at least one committee.

ARTICLE VII  Contracts, Loans, Deposits, Checks, Etc.

Section 1. Contracts.
Except as otherwise provided in these Bylaws, the Board of Directors may authorize any Officer or Officers, agent or agents to enter into any contract or to execute or deliver any instrument on behalf of the PGSA, and such authority may be general or confirmed to specific instances.

Section 2. Loans.
No loans shall be contracted on behalf of the PGSA and no evidences of indebtedness shall be issued in its name, unless and except as authorized by the Board of Directors. Any Officer of the PGSA thereunto so authorized may affect loans or advances for the PGSA and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the PGSA. Any such Officer, when thereunto so authorized, may mortgage, pledge, hypothecate or transfer as security for the payment of any and all loans, advances, indebtedness and liabilities of the PGSA, any real property and other securities and other personal property and do every act and thing necessary or proper to the connections therewith. Such authority may be general or confined to specific instances.

Section 3. Deposits.
All funds of the PGSA shall be deposited from time to time to the credit of the PGSA in such banks or trust companies or with such bankers or other depositories as the Board of Directors may select, or as may be selected by any officer or officers, agent or agents, of the PGSA to whom such power may from time to time be given by the Board of Directors.

Section 4. Authority to Spend Funds.
Except as otherwise provided in these Bylaws, the Board of Directors may authorize any officer or officers, agent or agents to spend the funds of the PGSA up to a designated dollar amount for the use and benefit of the PGSA, and such authority may be general or confined to specific instances.

ARTICLE VIII General Provisions

Section 1. Corporate Seal.
The Corporate Seal shall be in such form as shall be approved from time to time by the Board of Directors.

Section 2. Fiscal Year.
The fiscal year of the PGSA shall be the calendar year.

Section 3. Amendments.
Except as otherwise herein provided, these Bylaws may be amended or repealed and new Bylaws may be adopted by the affirmative vote of a majority of the Board of Directors then holding office at the regular meeting or special meeting of the Board of Directors. The Members may make, alter, amend and repeal these Bylaws any time during any annual meeting or at a special meeting called for such purpose and Bylaws adopted by the Directors may be altered or repealed by the Members.

PITT-GREENVILLE SOCCER ASSOCIATION GUIDELINES FOR COMMITTEES

Building and Grounds Committee will be responsible for the following:

▪ Maintenance and improvements associated with the PGSA Soccerplex building and grounds to include parking lot and driveway.

▪ Oversee the lawn maintenance company to ensure fields are kept to our standards and ready to play.

▪ As necessary, obtain bids for lawn maintenance of the facility. Evaluate bids and make recommendations to the Board for contracted lawn maintenance companies.

▪ Order all necessary supplies, including but not limited to, paint, nets, ties, flags, field signs, among other items.

▪ Responsible for preparation of fields for game days, ensuring corner flags are in place, goals are anchored, nets are repaired, and other necessary arrangements.

▪ Work with the fundraising committee to identify improvements, both short and long term, for the PGSA Soccerplex.

Membership on the committee will consist of one chairperson (Vice President) and no less than 4 committee members. One committee member should be a representative of the Adult Soccer League. Committee members should be representatives from a variety of classic teams.

Finance Committee will be responsible for the following:

•  Assist in budget preparation.

•  Audit teams’ financial reports.

•  Assist in various financial matters as deemed necessary by the Board of Directors.

  Membership on the committee will consist of one chairperson (Treasurer) and no less than 2 non-related committee members.

  Fundraising Committee will be responsible for the following:

▪ Planning, organizing and implementing PGSA fundraising efforts (not including tournaments) includes, but is not limited to, Future Stars sponsorships, Grants, Capital Campaigns, Sponsors Club, Supporters Club, and other Fundraising events.

Membership on the committee will consist of one chairperson and no less than 4 committee members.

Public Relations Committee will be responsible for the following:

•  Community Relations of all PGSA Fundraising and Club Achievements.

•  Advertisement of all club tryouts.

•  Maintenance and improvements to the PGSA website.

•  Maintenance and development of different Social Media outlets.

•  Write and release print and on-line news press releases.

•  Attend Chamber of Commerce events representing the PGSA.

•  Produce literature to attract potential athletes and benefactors.

  Membership on the committee will consist of one chairperson and no less than 2 committee members.

  Team Development Committee will be responsible for the following:

  •  Oversight of the PGSA Classic and Academy Teams.

• •  Formation of Classic Teams, including management of the Classic tryouts.

  •  Determine Coaches and Assignments for the Classic teams.

  •  Determine Coaches Salaries, including Academy coaches and Academy director.

  •  Provide coaching education, including for the Future Stars coaches.

    Membership on the committee will consist of one chairperson and no less than 2 committee members. Requirements for membership include at least a USSF State "D" License or equivalent and at least 4 years coaching experience at the Classic level.

    Tournament Committees will be responsible for the following:

▪ Planning and execution of each tournament sponsored by the PGSA.

Each tournament shall have a Director who will form committees per individual tournament.

Revised and Amended June 26, 2014