Amended And Restated Bylaws Of Minnesota Senior Soccer

This instrument constitutes the Bylaws of Minnesota Senior Soccer (“MSS”), a Minnesota nonprofit corporation, adopted for the purpose of regulating and managing the internal affairs of this corporation.

  1. This corporation shall not have a seal.
  1. MSS shall be affiliated with the United States Soccer Federation (“USSF”) and the Minnesota Soccer Association (“MSA”) and shall comply with the bylaws and policies of the USSF to the extent applicable to MSS.
  1. MSS shall promote participation in and the development of skills through recreational soccer games for adults over forty (40) in the state of Minnesota.
  2. MSS shall develop clear policies and procedures for the oversight of MSS aligned with the policies of the USSF and MSA.
  1. Classes of Members. The membership of the corporation shall consist of a single class of voting members. Members shall be soccer teams that have completed all application materials, met any membership criteria, and paid any membership dues established by the Board of Directors.
  2. Members’ Rights and Term of Membership. Members are entitled to vote and have equal rights and preferences in matters not otherwise provided for by the Board of Directors. The term of membership shall be one (1) year.
  3. Designated Representative. Each Member must advise the Secretary in writing of the name and contact information of the Member’s Designated Representative who is entitled to vote on behalf of the Member.
  4. Resignation of Members. A Member may resign at any time. Resignation does not release the Member from any obligations to the corporation, including dues, assessments, fees, or charges for goods or services.
  5. Termination of Membership. Membership shall terminate at the end of the membership term. A Member shall not be expelled or suspended, and a membership shall not be terminated or suspended (except for non-payment of dues, fees, or fines), unless the Member is provided:
    1. Written notice of the proposed expulsion, suspension, or termination, and the reasons for it, at least fifteen (15) days in advance; and
    2. An opportunity to be heard, orally or in writing, at least five (5) days before the effective date of the proposed action, before a person authorized by the Board of Directors to decide whether the proposed expulsion, suspension, or termination should take place.
  6. Member Meetings. Member meetings shall be held as follows:
    1. Regular Meetings of Members. Regular meetings of voting members shall be held annually on a date and at a time determined by the Board of Directors. The Board may determine that a regular meeting will be held solely by means of remote communication, in accordance with these Bylaws.
    2. Members’ Right to Call Meetings. At least twenty (20) members with voting rights, or ten percent (10%) of the members with voting rights (whichever is less), may demand a regular meeting by delivering written notice to the Commissioner or Treasurer. The notice must be signed, dated, and describe the purpose of the meeting. Within thirty (30) days of receiving the demand, the Board shall call a regular meeting to be held no later than ninety (90) days after receipt of the demand, at the expense of the corporation.
    3. Remote Communication for Member Meetings. A regular meeting of members may be held solely by one or more means of remote communication, provided that notice is given to all members entitled to vote and that a quorum is present. Members participating by remote communication shall be deemed present at the meeting. In any meeting held wholly or partially by remote communication:
      1. The corporation shall implement reasonable measures to verify that each person participating remotely and entitled to vote is a Member.
      2. The corporation shall implement reasonable measures to provide each participating Member a reasonable opportunity to participate, including the opportunity to:
        1. Read or hear the proceedings substantially concurrently with those proceedings;
        2. If permitted by the meeting procedures, have the Member’s remarks heard or read by other participants substantially concurrently; and
        3. Vote on matters submitted to the Members, if otherwise entitled.
  7. Quorum for Membership Meetings. A quorum for a meeting of Members shall consist of two-thirds (2/3) of the Members entitled to vote at the meeting.
  8. Number Required for Action by Members. Except as otherwise required by law or these Bylaws, action by the Members requires the affirmative vote of a majority of the Members present at a duly held meeting.
  9. Voting Rights. Each Member shall be entitled to one (1) vote on any matter properly presented to the Members.
  10. Action by Written Ballot. Any action that may be taken at a regular or special meeting of Members may be taken without a meeting if the corporation mails or delivers a written ballot to every Member entitled to vote. The written ballot must:
    1. Set forth each proposed action; and
    2. Provide an opportunity to vote for or against each proposed action.

    Approval by written ballot is valid only if the number of votes cast equals or exceeds the quorum required for a meeting authorizing the action, and the number of affirmative votes equals or exceeds the number required to approve the action at such a meeting. Solicitations for written ballots must:

    1. Indicate the number of responses required to meet quorum requirements;
    2. State the percentage of approvals required to approve each matter (other than the election of directors); and
    3. Specify the deadline by which ballots must be received by the corporation to be counted.
  1. General Powers and Designation. The business and charitable affairs of the corporation shall be managed by, or under the direction of, the Board of Directors. The Board of Directors has primary responsibility for overseeing the activities of the corporation, engaging in long-range planning, ensuring fulfillment of the corporation’s mission, and approving the annual budget. The Board may establish rules and regulations necessary for administration, including procedures for sanctioning members. Any voting Board member whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from MSS for services is prohibited from voting on matters related to that member’s compensation.
  2. Number and Composition of the Board. The Board of Directors shall consist of at least three (3) individuals, or such greater number as the Board may establish. Officers of the corporation and Division Representatives appointed by the Board shall serve as ex officio directors.
  3. Terms of Directors. Directors shall serve two (2) year terms and shall be elected so that one-half (1/2) of the directors are elected each year. A director whose term has expired shall continue to hold office until a successor is elected and qualified, or until the director’s earlier death, resignation, removal, or disqualification.
  4. Quorum. A majority of the directors then in office constitutes a quorum for the transaction of business at any meeting of the Board of Directors. If a quorum is not present, a majority of the directors present may adjourn the meeting until a quorum is present. If a quorum is present at the start of a meeting, business may continue until adjournment even if withdrawals reduce attendance below quorum.
  5. Number Required for Action by Directors. The affirmative vote of two-thirds (2/3) of the directors present at a duly held meeting is sufficient for Board action.
  6. Action Without a Meeting. Any action required or permitted at a Board meeting may be taken without a meeting by written action or authenticated electronic communication, as permitted by the Minnesota Non-profit Corporation Act, if signed or consented to by the number of directors required to take the same action at a meeting where all directors were present. The action is effective when signed or consented to, unless a different effective date is specified. When less than all directors consent, all directors must be promptly notified of the action and its effective date. Failure to provide notice does not invalidate the action. For purposes of these Bylaws, “authenticated electronic communication” means a communication that:
    1. Creates a record that can be retained, retrieved, and reviewed by the recipient;
    2. Can be directly reproduced in paper form through an automated process;
    3. Is delivered to the corporation’s principal place of business or to an authorized officer or agent; and
    4. Provides information from which the corporation can reasonably conclude the communication was sent by the purported sender.
  7. Regular Meetings and Annual Meeting. The Board of Directors shall hold regular meetings at times and places established by resolution. The final regular meeting each year shall constitute the annual meeting of the Board.
  8. Special Meetings. Special meetings of the Board of Directors may be called at any time by the Commissioner or by any two (2) directors, provided the request specifies the purpose or purposes of the meeting.
  9. Resignation of Directors. A director may resign at any time by providing written notice to the Secretary. The resignation is effective upon delivery unless a later effective date is specified.
  10. Removal of Directors. A director may be removed, with or without cause, by the affirmative vote of two-thirds (2/3) of the directors present at a duly held meeting, provided that notice stating that removal will be considered is given to each director not less than five (5) days and not more than thirty (30) days before the meeting.
  11. Vacancies. Any vacancy resulting from the death, resignation, or removal of a director shall be filled for the unexpired term by the affirmative vote of a majority of the directors present at a duly held meeting.
  12. Proxies. Directors may not appoint proxies and may not vote by proxy.
  13. Committees. The Board of Directors may establish one or more committees and delegate to them such authority as the Board determines for managing the corporation’s business.
  14. Place of Meetings. Meetings of the Board of Directors or its committees may be held at any location, within or outside the state, as determined by a majority of the directors then in office.
  15. Electronic Meetings. Board or committee meetings may be conducted solely by one or more means of remote communication if proper notice is given and a quorum participates. Directors may participate by conference telephone, video conference, or other authorized remote means that allow simultaneous communication. Participation by such means constitutes presence at the meeting. “Remote communication” includes electronic communication, conference telephone, video conferencing, internet-based platforms, or similar technologies.
  16. Notice of Meetings. Whenever notice is required, it may be given personally or by mail, oral communication, hand delivery, email or other electronic means (with consent), posting on an agreed electronic network with separate notice, or by any method that is fair and reasonable under the circumstances. Notice by mail is given when deposited in the U.S. mail with sufficient postage. Electronic notice is deemed given upon posting or delivery, as applicable. Notice is considered received when given.
  17. Waiver of Notice. A director may waive notice of any meeting in writing before, during, or after the meeting. A waiver filed with the Secretary and entered into the meeting records is equivalent to notice. Attendance at a meeting constitutes waiver of notice unless attendance is solely to object to the legality of the meeting.
  18. Payment of Directors. Directors shall not receive compensation for their service as directors. A director may receive compensation as an employee and may be reimbursed for reasonable expenses incurred on behalf of the corporation.
  1. Officers. The officers of the corporation shall include a Commissioner, a Deputy Commissioner, a Secretary, and a Treasurer, elected by an affirmative vote of the membership at the annual meeting. The Commissioner and Secretary shall be elected in the same year, while the Deputy Commissioner and Treasurer shall be elected in alternating years.
  2. Duties of Officers. The duties of the officers of the corporation are as follows:
    1. Commissioner. The Commissioner shall preside at all meetings of the Board of Directors and oversee the long-term goals and purposes of the corporation. The Commissioner shall serve as the chief executive officer, be responsible for day-to-day operations, and possess all powers and duties typically associated with the President, Chief Executive Officer, or Executive Director of a Minnesota nonprofit corporation. The Commissioner shall represent the corporation on the Minnesota Soccer Association’s Board of Directors, act in the best interests of the corporation before the Minnesota Soccer Association, and perform additional duties as determined by the Board of Directors.
    2. Deputy Commissioner. The Deputy Commissioner shall perform duties as assigned by the Board of Directors. In the absence or inability of the Commissioner to act, the Deputy Commissioner shall assume all powers and duties of the Commissioner for the duration of such absence or inability, and perform other duties as assigned by the Board.
    3. Secretary. The Secretary, or a designated representative, shall attend meetings of the Board of Directors and its committees, keep minutes of those meetings, provide required notices, prepare certified copies of corporate records as needed, and perform other duties as assigned by the Board of Directors.
    4. Treasurer. The Treasurer shall oversee the corporate treasury, receive and safeguard corporate funds, disburse funds as authorized, and perform all duties typically associated with the Treasurer of a Minnesota nonprofit corporation. The Treasurer shall also perform additional duties as assigned by the Board of Directors.
  3. Salaries of Officers. Officer salaries shall be determined by the Board of Directors. No salary is required if service is provided on a voluntary basis.
  4. Officers as Members of the Board of Directors. Officers shall serve as members of the Board of Directors and shall be subject to the same term limits applicable to directors.
  5. Resignation of Officers. An officer may resign at any time by submitting written notice to the Secretary. The resignation becomes effective upon delivery unless a later effective date is specified.
  6. Removal of Officers. Any officer appointed by the Board of Directors may be removed, with or without cause, by the affirmative vote of a majority of directors present at a duly held meeting, provided notice stating the purpose of removal has been given.
  7. Vacancies. Any vacancy in an officer’s position resulting from death, resignation, or removal shall be filled by the Board of Directors.
  1. Standard of Care. It is the responsibility of each director of this corporation to discharge his or her duties as a director in good faith, in a manner the director reasonably believes to be in the best interests of this corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.
  2. Conflicts of Interest. The Board of Directors shall be responsible for administering, enforcing, and updating a separate Conflicts of Interest Policy and requiring the completion of an annual statement and disclosure form by each director, officer, employee, and volunteer.
  1. Receipt of Gifts. Any dues, contributions, grants, bequests, or gifts made to the corporation shall be accepted or collected only as authorized by the Board of Directors.
  2. Deposit of Funds. All funds of the corporation shall be deposited to the credit of the corporation under such conditions and in such financial institutions as designated by the Board of Directors.
  3. Access to Corporate Assets. All contracts, checks, and orders for the payment, receipt, or deposit of money, and access to the securities of the corporation, shall be governed by procedures established by the Board of Directors.
  4. Title to Property. Title to all property shall be held in the name of the corporation.
  5. Annual Budget. The annual budget, including estimated income, operating expenses, and capital expenses, shall be approved by the Board of Directors.
  6. Auditor’s Report. The Board of Directors shall retain independent auditors to conduct either a financial review or audit each year of the corporation’s financial records. Copies of all financial reviews or audit reports shall be provided to the Board of Directors.
  1. In General. Subject to Section 9.2, the corporation shall indemnify and make advances to any person who is or was a director, officer, employee, or committee member of the corporation, to the full extent required by, and in accordance with, Section 317A.521 of the Minnesota Nonprofit Corporation Act, without prohibitions, limitations, or conditions other than those set forth in that section.
  2. Limitation on Indemnification. Indemnification under Section 9.1 is solely for the benefit of the persons expressly identified therein. No other person, corporation, or legal entity shall have any rights under this indemnification by assignment, subrogation, or otherwise.
  3. Insurance. The corporation may obtain, maintain, and pay for insurance on behalf of any person indemnified pursuant to Section 9.1.
  1. Non-Discrimination. The corporation shall provide equal opportunity to all people without regard to race, color, creed, national origin, religion, sex, marital status, age, physical ability, sexual orientation, gender expression, status with regard to public assistance, mental ability, political affiliation, pregnancy, veteran status or military obligation regarding membership on the Board or any other action or activity of the corporation.
  1. These bylaws maybe amended at any time and from time to time by the affirmative vote of a majority of the directors who are present at a duly held meeting, provided that written notice of the meeting and of the proposed amendment shall be given to each director not less than five (5) nor more than thirty (30) days before any meeting of the Board of Directors at which an amendment of the Bylaws is to be adopted.