BYLAWS
National Soccer Coaches Association of America
ARTICLE I
NAME AND LOCATION
1.01 – NAME
The name of the corporation is the National Soccer Coaches Association of America. (1/82)
1.02 – LOCATION
The location address of the registered office of the NSCAA is 6700 Squibb Road, Suite 215, Mission,
Kansas 66202. The NSCAA may also have offices at such other locations within or outside the State of Kansas as the business and affairs of NSCAA may require. (9/96)
ARTICLE II
PURPOSES
2.01 – PURPOSES
The NSCAA is incorporated under the Nonprofit Corporation Law of the Commonwealth of Pennsylvania exclusively for the purpose of fostering the sport of soccer by promoting interest in, and education relating to, the game of soccer. (1/82)
ARTICLE III
MEMBERSHIP
3.01 – CLASSES OF MEMBERSHIP AND QUALIFICATIONS
Any persons engaged in the coaching of soccer or any other person or organization interested in the game of soccer, and desiring affiliation with the purposes of the NSCAA, is eligible for membership. There shall be the following four classes of members: (1/82)
A. ACTIVE MEMBER. Any individual interested or actively engaged in the game of soccer, including coaching, may become an Active Member of the NSCAA upon payment of the annual membership dues set by the Board of Directors. Active Members will be classified in the membership database as affiliated with a particular constituency of the game (i.e., youth, high school, college, professional, other) and if in good standing shall be eligible to vote at meetings of the members and to hold office. Voting in the election of constituent representatives to the Board of Directors will be restricted to active members who have identified themselves as members of the given category. (6/04)
B. ASSOCIATE MEMBER. An institution, library, or other organization interested in the game of soccer and desiring affiliation with the purposes of the NSCAA may become an Associate Member of the NSCAA upon payment of the annual dues set by the Board of Directors. Associate Members are not eligible to vote or hold office. (1/82)
C. CORPORATE MEMBER. A business interested in the game of soccer and desiring affiliation with the purposes of the NSCAA may become a Corporate Member upon payment of the annual dues set by the Board of Directors. Corporate Members are not eligible to vote or hold office. (4/02)
D. HONORARY MEMBER. Any individual distinguished in the game of soccer is eligible to become an Honorary Member of the NSCAA. The Awards Committee shall make nominations, subject to the approval of the Board of Directors by the unanimous affirmative vote of all Directors then in office. Honorary Members shall not be required to pay annual dues, but shall be entitled to all of the rights, privileges and benefits of Active Members, except that Honorary Members shall only be eligible to vote or to hold office upon payment of the annual dues determined by the Board of Directors. Board of Governors members who are not NSCAA members will automatically be honorary members during their term of service. (6/92)
E. LIFE MEMBER. An individual distinguished in the game of soccer who has been an Active Member of the NSCAA (or its predecessor organization) for more than twenty-five years is eligible to become a Life Member. The Awards Committee shall make nominations, subject to the approval of the Board of Directors by the affirmative vote of two-thirds of the Directors then in office. All Immediate Past Presidents of the NSCAA (or Past Presidents of the NSCAA predecessor organization) shall automatically become Life Members upon completion of their term in office. All NSCAA Honor Award Recipients shall also become Life Members upon receipt of such award. All Directors of Coaching Emeritus are also designated as Life Members. (6/95)
3.02 – MEETINGS
The annual meeting of the Members shall be held at such time and place as the Board of Directors may determine and shall be held in conjunction with the annual convention of the members. Regular meetings other than the annual meeting, if any, shall be held at such times and places as the Board of Directors may from time to time determine. The President, the Board of Directors, may call a special meeting of the Members at any time or ten percent or more of those Members entitled to vote at such meeting. Meetings of the Members may be held at any location within or without the State of Kansas. All meetings of the Members shall be conducted in accordance with Robert's Rules of Order, as amended. (6/93)
3.03 – NOTICE
Written notice of the time and place of all meetings of the Members shall be delivered personally or by mail (under separate cover or by inclusion in any other mailing or publication of the NSCAA) to each Member at least 30 days prior to the date of the meeting and, in the case of special meetings, shall specify the general nature of business to be conducted. All motions to be submitted to the Members in advance of any meeting in order to allow voting by proxy, together with the proxy materials necessary in connection therewith, shall be included with the notice of such meeting. If mailed, such notice shall be deemed to have been given to the member entitled thereto when deposited in the United States mail, postage prepaid, addressed to the Member at the Member's most recent address listed in the records of the NSCAA. (1/82)
3.04 – QUORUM
A quorum for the purposes of acting upon those motions submitted to the Members in advance of any Meeting of the Members, shall require the presence of twenty Members entitled to vote, in person and registered or as a result of having voted by proxy in accordance with Section 3.08 below. A quorum for purposes of entertaining and acting upon motions from the floor at any meeting of the Members other than the annual meetings of the Members shall require the presence in person of two hundred Members, entitled to vote and registered. A quorum for purposes of entertaining and acting upon motions from the floor at the annual meeting of the Members shall require the presence in person of twenty of the Members entitled to vote and registered at such annual convention. The foregoing shall apply unless applicable law, by the Articles of Incorporation or by these Bylaws, specifically requires a greater number or proportion. (1/00)
3.05 – VOTING
Each Member entitled to vote shall be entitled to one vote on any matter submitted to a vote of the Members. If a quorum is present, (a) on those motions submitted to the Members in advance of a meeting, the actions approved by the affirmative vote of a majority of those Members voting, either in person or registered, or by proxy, shall be the acts of the Members, and (b) on motions entertained from the floor at any meeting of Members, the actions approved by the affirmative vote of a majority of the Members entitled to vote and present in person and registered at such meeting shall be the acts of the Members, unless in either case a greater proportion of affirmative votes is required by applicable law, by the Articles of Incorporation or by these Bylaws. (6/91)
3.06 – DUES
The Board of Directors shall determine from time to time the amount of annual membership dues payable and the date by which such dues shall be paid. (1/82)
3.07 – TERMINATION OF MEMBERSHIP
The Board of Directors, upon thirty days' prior written notice and after a hearing in accordance with the procedures set forth in the NSCAA Administrative Manual, may expel, temporarily suspend or otherwise discipline a Member for cause (other than for failure to pay dues, but including without limitation, failure to maintain the standard of conduct set forth in the NSCAA Code of Ethics). The Board of Directors may, upon ten days' prior written notice, terminate the membership of any Member who shall have failed to pay dues for a period in excess of thirty days from the payment date established by the Board of Directors. A Member, who has been temporarily suspended or expelled, shall be deemed to be a Member not in good standing and shall not be eligible to vote or to hold office. A Member who has been temporarily suspended or expelled may be reinstated in accordance with terms and conditions set forth in the NSCAA Administrative Manual. All actions by the Board of Directors pursuant to this Section 3.07 shall require the affirmative vote of at least two-thirds of the Directors present at the meeting at which such action is taken and the notice of such meeting shall indicate that disciplinary action with respect to a Member or Members is to be considered by the Board of Directors at such meeting. (1/82)
3.08 – VOTING BY PROXY
A Member entitled to vote but not present in person at a meeting of the Members may be deemed present by proxy and therefore able to vote if the Executive Director of the NSCAA receives from such Member, either personally or by mail, at or prior to such meeting a written proxy substantially in the form set forth below:
SAMPLE PROXY
The undersigned Member of the National Soccer Coaches Association of America does hereby name
and appoint __________________ as the true and lawful attorney-in-fact for the undersigned to
appear in the undersigned's name, place and stead and vote at the meeting of the Members of the
National Soccer Coaches Association of America to be held on _________, 19____, and at any
adjournment or adjournments of such meeting on the following specified questions or matters as fully
as the undersigned could do if personally present at such meeting or adjournments thereof and for the
purpose of specifically voting as follows:
NAME _________________________
DATE _________________________
A proxy may not delegate discretionary authority to the attorney-in-fact named in such proxy, but shall set forth specific voting instructions on any questions or ballots put to the Members in conjunction with the notice of such meeting. A proxy shall be revocable at will, notwithstanding any other agreement or any provision in proxy to the contrary, but the revocation of a proxy shall not be effective until notice thereof has been given to the Executive Director of the corporation. No un-revoked proxy shall be valid for more than four months from the date of its execution, unless a longer time is expressly provided therein but in no event shall a proxy be voted on after three years from the date of execution. (6/91)
ARTICLE IV
DIRECTORS
4.01 – POWERS
The Board of Directors shall set the policies and manage the business and affairs of the NSCAA, including, without limitation, appointing all committees and determining the duties and responsibilities of such committees and their chairpersons. In addition to the powers and authority expressly granted by these Bylaws, the Board of Directors may exercise all powers of the NSCAA and do all lawful acts and things on behalf of the NSCAA that are not prohibited by applicable law, by the Articles of Incorporation or by these Bylaws. (6/82)
4.02 – COMPOSITION
The Board of Directors shall be comprised of at least 17 Directors. The President (who shall serve as Chairperson of the Board), First Vice President, Second Vice President, Third Vice President, Secretary, Immediate Past President and Executive Director (non-voting) shall serve as Ex-Officio Directors. The general membership shall elect six Directors, two of which shall be affiliated with youth soccer (one representing boy’s and one girl’s programs); two affiliated with high school soccer (one representing boy’s and one girl’s programs); and two affiliated with college soccer (one representing men’s and one women’s programs). The President shall appoint five Directors, one affiliated with men’s professional soccer, one affiliated with women’s professional soccer and three that shall be from the membership at-large. The Board of Directors may increase the size of the Board by a majority vote of the Directors. In addition, the Immediate Past President (retiring President) shall remain as a Director until the expiration of the term in office of the succeeding President, who shall thereupon assume the office of Immediate Past President. (6/04)
4.03 – ELIGIBILITY AND TERM
All Directors of the Board must be members of the NSCAA. They shall be individuals affiliated with soccer programs, as described in Section 4.02 above, and/or have a background in the game and those programs. The term of an elected Director of the Board is three Association years. An elected Director of the Board may be elected for a second, consecutive full term. The term of an appointed Director of Board is three Association years. An appointed Director of the Board may be reappointed to a second, consecutive full term. Due to resignations, establishment of new positions or other circumstances, the Board of Directors, by a majority vote of the Directors, may alter terms of a Director in the interest of avoiding significant turnover in the Board in any given year. (6/04)
4.04 – NOMINATION OF ELECTED DIRECTORS
When the term of a Youth, High School or College Director is scheduled to expire, the Executive Director shall notify the constituent members by May 1. Thereafter, the constituent members shall have until May 31 to submit the names of one or more nominees to the Chair of the Nominations and Election Committee chaired by the Immediate Past President. (6/04)
4.05 – VOTING FOR ELECTED DIRECTORS
Elections shall be conducted in accordance with the NSCAA Regulations for the Conduct of Elections for the Board of Directors. Changes to the regulations are at the discretion of the Board of Directors but may not be changed once nominations have been opened for any election. (6/04)
4.06 – MEETINGS
Regular meetings of the Board of Directors shall be held at least twice semi-annually at approximately six-month intervals. All regular meetings of the Board of Directors (including the two semi-annual meetings) shall be held at such times and places as the Board of Directors may from time to time determine. In addition to the regular meetings, special meetings of the Board of Directors may be called as follows:
A. The President or more than one-third of the Directors then in office may call a special meeting of the Board of Directors at any time.
B. The President or Executive Director may call a special meeting relating solely to act on unbudgeted expenses as defined in Section 4.10 below at any time.
Meetings of the Board of Directors may be held at any location within or without the State of Kansas. All meetings of the Board of Directors shall be conducted in accordance with Robert's Rules of Order. (1/06)
4.07 – NOTICE
Written notice of the time and place of all regular meetings and special meetings of the Board of Directors, as defined in Section 4.06.A above, shall be delivered personally or by mail (under separate cover or inclusion in any mailing or publication of the NSCAA) to each Director at least ten days prior to the date of such meeting and, in the case of special meetings, shall state the general nature of the business to be conducted. Notice of meetings at which disciplinary action is to be considered shall so state. Notice of time and place of special meetings, as defined in Section 4.06.B above, shall be delivered personally, by mail (under separate cover or inclusion in any mailing or publication of the NSCAA) or electronically at least two days prior to the date of such meeting and shall state the general nature of the business to be conducted. Notice to a Director by telephone shall be deemed to be personal notice. If notice is mailed, such notice shall be deemed to have been given to the Director entitled thereto when deposited in the United States mail, postage prepaid, and addressed to the Director at the most recent address listed in the records of the Corporation. (4/06)
4.08 – QUORUM
A majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, unless applicable law specifically requires a greater proportion, by the Articles of Incorporation or by these Bylaws. One or more Directors may participate in a meeting of the Board of Directors by conference telephone or similar communications equipment by means of which all Directors participating in the meeting can hear each other. Directors may not grant voting rights by proxy to other Directors. (9/02)
4.09 – DIRECTOR VOTING
Each Director shall be entitled to one vote on matters submitted to a vote of the Board of Directors with the exception of the Executive Director who shall be a non-voting member. An Officer or Director shall not take part in any discussion or action of salaries, site selection or other business from which he/she might derive personal benefit. The acts approved by the affirmative vote of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors unless a greater portion of the affirmative votes is required, by applicable law, by the Articles of Incorporation or by these Bylaws. (6/94)
4.10 – FISCAL RESPONSIBILITY
Approval of the NSCAA annual budget shall require at least a two-thirds majority of all Directors present at the meeting of the Board of Directors when the annual budget is presented. Approval of any unbudgeted expense exceeding $100,000 shall require at least a two-thirds majority of all Directors present at the meeting when any such unbudgeted expense is proposed. (1/06)
4.11 – REMOVAL OF DIRECTORS
Any Director whose business, profession or other activities or interest are detrimental to the interests of the NSCAA or otherwise tend to discredit the NSCAA may, upon reasonable notice and opportunity to be heard, be removed as a Director by the affirmative vote of at least two-thirds of all Directors present at any meeting of the Board of Directors, provided that notice of the proposed removal is contained in the notice of such meeting. (6/91)
4.12 – VACANCY
Except as otherwise provided in the Bylaws, positions vacated by Directors during their term of office shall be filled by Presidential appointment within 30 days following confirmation of the vacancy, subject to ratification by a majority of the remaining Directors, though not less than a quorum, at the first meeting of the Board of Directors thereafter. Such appointments and subsequent ratification shall be for the balance of the unexpired term. The appointed and ratified Director shall then be eligible to be elected to a full three-year term at the conclusion of the unexpired term and run for a second, consecutive term. Should there be an increase in the number of Directors, the Board shall determine how to fill those vacancies by a majority vote of the remaining Directors, though not less than a quorum. (1/04)
4.13 – CONSENT OF DIRECTORS IN LIEU OF MEETING
Any action that may be taken at a meeting of the Board of Directors may be taken without a meeting if consent thereto in writing, setting forth the action so taken, shall be signed by all of the Directors and is subsequently filed with the Executive Director. (6/04)
ARTICLE V
OFFICERS
5.01 – OFFICERS
The Officers of the NSCAA must be Members of the NSCAA. They shall be a President (who shall serve as Chairperson of the Board of Directors), First Vice-President, Second Vice-President, Third Vice-President, Secretary, Executive Director (non-voting), Immediate Past President and such other officers as the Board of Directors deems necessary from time to time. No Officer need be a Director other than those Officers listed as Ex-Officio Directors in Section 4.02 above. In addition to the powers and duties set forth in these Bylaws and except as otherwise provided under these Bylaws, each officer shall have the powers and duties as the Board of Directors may determine by resolution. The Executive Director shall be appointed by the Board of Directors for a period of time as contractually stated or until a successor is appointed. (6/04)
5.02 – ELIGIBILITY AND TERM
The Officers of the Board must be members of the NSCAA. They shall be individuals affiliated with soccer programs, as described in Section 4.02 above, and/or have a background in the game and those programs. The term of an elected Officer of the Board is one year. A Secretary and Third Vice- President shall be elected annually. Once elected Third Vice-President, an Officer shall succeed in one-year intervals into the positions of Second Vice-President, First Vice-President, President and Past President, in that order, barring resignation, termination or inability to perform duties. (6/04)
5.03 – NOMINATION OF OFFICERS
The Executive Director will notify the Members by May 1 each year that the election for Secretary and Third Vice President is forthcoming. Thereafter, the Members shall have until May 31 to submit the names of one or more nominees to the Chair of the Nominations and Election Committee. (6/04)
5.04 – VOTING FOR OFFICERS
Elections shall be conducted in accordance with the NSCAA Regulations for the Conduct of Elections for Board of Directors. Changes to the regulations are at the discretion of the Board of Directors but may not be changed once nominations have been opened for any election. (6/04)
5.05 – VACANCY
Should an officer be unable to complete a term of office, after already being seated at the first meeting of that term, the Executive Committee shall recommend to the Board of Directors if and/or how that office shall be filled. The Board, by a majority vote of those Directors eligible to vote, shall make a final determination on the manner in which the vacancy will be filled. (6/04)
5.06 – SPECIAL ELECTIONS
In the event that a person who has been nominated and subsequently elected to office is unable to take office or fulfill their term and the obligations of their office prior to being seated at the first meeting of the new term due to death, permanent disability or other unique circumstances, a special election will be held. The special election will be held in accordance with the NSCAA Regulations for the Conduct of Elections for Board of Directors. (6/04)
5.07 – IMMEDIATE PAST PRESIDENT
The Immediate Past President shall be the retiring President and shall serve until the expiration of the term of office of the next succeeding President, normally one year. The Immediate Past President shall assist the President as requested. In the event the President is unable to fulfill his/her duties or term of office, the Immediate Past President shall serve as President until the completion of term of office or such time as the President is able to return to Office. The Immediate Past President serves as the liaison to the Foundation Committee and the Board of Governors. (1/04)
5.08 – PRESIDENT
The President shall be the retiring First Vice-President and shall serve until the expiration of the term of office of the next succeeding First Vice-President. The President shall be chair of the Board of Directors and Executive Committee and shall be responsible for overseeing the management of the NSCAA, subject to the policies and directives of the Board of Directors. The President serves as a voting member of the Executive Committee and Board of Directors only under Roberts Rules of Order. The President serves as a non-voting member of all committees and councils. The President shall have budgetary oversight of the general administration and Executive Committee/Board of Directors accounts. The President shall be the official representative of the NSCAA and the official spokesperson, unless he/she delegates authority to another representative. The President shall also serve as liaison to the Finance Committee. (4/06)
5.09 – FIRST VICE PRESIDENT
The First Vice-President shall be the retiring Second Vice-President and shall serve until the expiration of the term of office of the next succeeding Second Vice-President. The First Vice-President shall serve as a non-voting liaison to the Diversity Committee, Ethics Committee, Membership Advisory Council and Academy Advisory Council. The First Vice-President also shall have budgetary oversight of membership and education accounts. (1/06)
5.10 – SECOND VICE-PRESIDENT
The Second Vice-President shall be the retiring Third Vice-President and shall serve until the expiration of the term of office of the next succeeding Third Vice-President. The Second Vice-President shall serve as a non-voting liaison to the Awards Committee and Convention Committee. The Second Vice-President also shall have budgetary oversight of convention and other committee accounts. (1/04)
5.11 – THIRD VICE-PRESIDENT
The Members shall elect the Third Vice-President annually. The Third Vice-President shall serve as a non-voting liaison to the College Umbrella Committee, Marketing Advisory Council and the Soccer Journal Editorial Council. The Third Vice-President also shall have budgetary oversight of communications and marketing accounts. (1/04)
5.12 – SECRETARY
The Members shall elect the Secretary annually. The Secretary shall keep the minutes of all meetings of the Members, Board of Directors and the Executive Committee. (1/06)
5.13 – EXECUTIVE DIRECTOR
The Executive Director shall be responsible for the day-to-day administration of NSCAA business subject to the policies and directives of the President and the Board of Directors. The Executive Director will act as Treasurer of the NSCAA and shall have charge and custody of the records and seal of the NCAA. The Executive Director shall assist the Executive Committee and distribute to the Members all notices, ballots and proxy materials required in connection with election of Members, Directors and Officers. The Executive Director shall serve as a non-voting liaison to the College Umbrella Committee, Diversity Committee and Board of Governors. The Executive Director also shall have budgetary oversight on a daily basis. The Executive Director shall be bonded in an amount equal to the anticipated total assets of the NSCAA for the Executive Director’s tenure in office, which amount shall be estimated by the Board of Directors and reviewed annually. The Board of Directors shall appoint the Executive Director for a period of time as contractually stated. (1/04)
5.14 – REMOVAL
Any Officer of the NSCAA may be removed by the Board of Directors at any time, with or without cause, by the affirmative vote of two-thirds of the Directors then in office whenever, in the Board's judgment, the best interests of the corporation will be served thereby. Such removal shall be without prejudice to the contract rights of any person so removed. (1/82)
5.15 – DELEGATION OF DUTIES
In the absence of any Officer of the corporation, or any other reason seemed sufficient, the Directors may delegate, for the time being, the powers and the duties, or any of them, of such officer to any other Officer, or to any Director or other person that the Board of Directors may select. (1/82)
5.16 – OFFICER STIPENDS
Except as otherwise restricted in these Bylaws, the Board of Directors shall have the authority to fix the compensation of officers for their services as such, and an officer may be salaried under the laws of the corporation. (9/02)
ARTICLE VI
EXECUTIVE COMMITTEE
6.01 – EXECUTIVE COMMITTEE
There shall be an Executive Committee of the Board of Directors, which shall consist of the seven Ex-Officio Directors. The Executive Committee shall be subject in all respects to the authority and direction of the Board of Directors and, between meetings of the Board, shall exercise the power and authority of the Board of Directors to manage the business and affairs of the NSCAA, except that the Executive Committee shall not have any power or authority as to the following:
A. The submission to Members of any action requiring approval of the Members under the Nonprofit Corporation Law of 1988;
B. The filling of vacancies on the Board of Directors;
C. The adoption, amendment or repeal of the Bylaws;
D. The amendment or repeal of any resolutions of the Board. (6/91)
6.02 – POWERS
In addition to acting on behalf of the Board between meetings of the Board of Directors, the Executive Committee shall perform the following functions:
A. The Executive Committee shall be responsible for the financial supervision of the NSCAA, with the Executive Director responsible on a daily basis. The Executive Committee shall be responsible for reviewing and reporting on the financial records of the NSCAA submitted each year at the annual meeting. Members of the Executive Committee shall have oversight of areas of the NSCAA’s annual budget, with such responsibilities being designated from time to time (see Article V). The Executive Director shall select a firm to perform the annual audit and shall submit such audit to the Executive Committee and Board of Directors.
B. The Executive Committee shall be responsible for submitting recommended changes in the Bylaws to the Board of Directors.
C. The Executive Committee shall be responsible for the nominations process of candidates for Youth, High School, College, Secretary and Third Vice-President positions by serving as the Nominations and Election Committee, a subcommittee of the Executive Committee and outlined in the NSCAA Regulations for the Conduct of Elections for the Board of Directors. The Executive Committee will assist the Executive Director with the preparation and distribution of notices, ballots and proxy materials in connection with the elections of these Directors and Officers. Through the nominations process, every attempt will be made to address gender equity and diversity concerns for all positions. The Immediate Past President shall oversee this process. The Executive Committee (other than the Executive Director) and the two preceding Past Presidents shall give consideration and review of nominees and make the final determination of candidates on the ballot. The Immediate Past President shall solicit nominations for each position from the membership through the Soccer Journal and NSCAA web site, the Board of Directors, the Diversity Committee, the Women’s Committee and other members of the Executive Committee. A maximum of three names per position may appear on the ballot. From the list of nominations solicited, the Executive Committee and the two preceding Past Presidents may select up to three candidates per position based on the following criteria: (1) ability to fill the responsibilities of the position, (b) service to the NSCAA, and (3) service to soccer. All nominees must be members of the NSCAA. If no names are generated for a position, the Executive Committee will nominate at least one candidate. The deadline for nominations is May 31, or as established by the printing schedule of the Soccer Journal, whichever is earlier. (4/06)
D. The Executive Committee shall be responsible for recommending to the Board of Directors the appointment, reappointment and salary level of salaried employees of the NSCAA. The Executive Committee will present its recommendations to the Board of Directors at the mid-year meeting prior to the end of any contractual agreements. (1/04)
6.03 – PROHIBITION OF RE-SERVING ON EXECUTIVE COMMITTEE
No predecessor shall be eligible to run for the Executive Committee once they have progressed through the offices of the Executive Committee as specified by these Bylaws. Predecessors may be appointed to fill a vacated term, subject to the provisions of Bylaw 5.04. (1/04)
ARTICLE VII
COMMITTEES
7.01 – GENERAL PROVISIONS
The President may appoint such committees of the Board (and in each case, the chairperson and members thereof) including, without limitation, the Standing Committees described below in this Article VII. The President’s appointments shall be subject to ratification by the Board. All Standing Committee chairs must be members of the NSCAA. Members of the Executive Committee shall serve as non-voting liaisons to Standing Committees but shall not chair such committees. Staff members, who may be liaisons or members of such committees, shall not chair Standing Committees. The Board of Directors may delegate such authority to a Standing Committee as it deems appropriate and is not prohibited by applicable law. All Standing Committees may be disbanded, or any member thereof removed, at any time by the Board of Directors with or without cause. The composition of all Standing Committees shall, insofar as possible and appropriate, represent youth, high school, college and professional programs as well as diverse groups within the NSCAA. Specific types of representation for each Standing Committee are outlined in the NSCAA Administrative Manual. (1/04)
7.02 – STANDING COMMITTEES
There shall be Standing Committees as described below. The Board of Directors shall have the authority to eliminate Standing Committees or create new ones. (1/04)
A. Awards Committee. There shall be an Awards Committee that shall be responsible for selecting recipients for all awards created by the NSCAA (other than awards that are specifically set forth as the responsibility of a separate committee). The committee shall keep data files on all nominees, maintain a cumulative record of all award recipients and establish policies and procedures pertaining to all awards subject to the approval of the Board of Directors. The Awards Committee shall also be responsible for preserving the historical archives of the NSCAA, engaging in research concerning the history of soccer, and overseeing the NSCAA Hall of Fame. The Second Vice-President shall serve as Executive Committee liaison to the Awards Committee, and the Assistant Executive Director for Marketing shall serve as staff liaison. (1/04)
B. College Umbrella Committee. There shall be a College Umbrella Committee that shall oversee issues relating to college soccer, bring common issues to the Board of Directors and then on to appropriate governing bodies. The Third Vice-President shall serve as Executive Committee liaison, and the Executive Director shall serve as staff liaison. (1/04)
C. Convention Committee. There shall be a Convention Committee that shall be responsible for coordinating all planning, programming and physical arrangements for the annual convention and regional conventions of the NSCAA. The Second Vice-President shall serve as Executive Committee liaison to the Convention Committee, and the Associate Executive Director shall serve as staff liaison. (1/04)
D. Diversity Committee. There shall be a Diversity Committee that shall promote and support diversity initiatives and programs at all levels of the NSCAA and within the game of soccer. The First Vice-President shall serve as Executive Committee liaison to the Diversity Committee, and the Executive Director shall serve as staff liaison. (1/04)
E. Ethics Committee. There shall be an Ethics Committee that shall be responsible for promoting ethical practices and behavior among coaches and players at all levels of competition. The committee shall establish a Code of Ethics for both coaches and players and a Code of Conduct for both coaches and players at their respective levels of play. Both the Codes of Ethics and Codes of Conduct (and any amendments) shall be submitted to the Board of Directors for ratification and distribution to the Members. The Ethics Committee shall make recommendations to the Board of Directors regarding violations of the Codes of Ethics and punitive or corrective actions in connection therewith. The First Vice-President shall serve as Executive Committee liaison to the Ethics Committee, and the Director of Coaching Development shall serve as staff liaison. (1/06)
F. Finance Committee. There shall be a Finance Committee that shall review the annual budget prepared by the Executive Director prior to submission to the Board of Directors, review the annual audit prior to submission to the Board of Directors, and provide assistance and direction to the Executive Director in management of the Association’s finances. The President shall serve as Executive Committee liaison to the Finance Committee, and the Executive Director shall serve as staff liaison. (4/06)
G. Foundation Committee. There shall be a Foundation Committee that shall support the mission of the NSCAA and provide resources to support coaches and organizations to improve soccer at all levels. The Immediate Past President shall serve as Executive Committee liaison to the Foundation Committee, and the Assistant Executive Director for Marketing shall serve as staff liaison. (1/04)
7.03 – AD HOC COMMITTEES AND TASK FORCES
Subject to the same policies and procedures as Standing Committees, the President may appoint ad hoc committees or task forces that are short-term, project-specific in nature. These committees or task forces shall be disbanded after completion of their responsibilities. (1/04)
7.04 – TERM OF OFFICE AND VACANCIES
Appointments to committees shall be for one year, commencing upon ratification by the Board of Directors at its mid-year meeting, and shall continue until his/her successor is appointed, the committee member is no longer willing or able to serve, or the committee is disbanded. Should a vacancy occur during a committee member’s term, the President shall have the power to appoint a replacement, subject to ratification by the Board of Directors at its next scheduled meeting. (1/04)
7.05 – QUORUM AND VOTING
A majority of the members of a committee shall constitute a quorum for the transaction of any business and the acts of a majority of the committee members present at any meeting at which a quorum is present shall be considered the acts of such committee. (1/82)
7.06 – CONSENT OF COMMITTEE MEMBERS IN LIEU OF MEETING
Any action that may be taken at a meeting of any committee may be taken without a meeting if consent thereto in writing, setting forth the action so taken, shall be signed by all of the respective committee members and is subsequently filed with the Executive Director. (1/92)
ARTICLE VIII
ADVISORY COUNCILS
8.01 – GENERAL PROVISIONS
The President may appoint such councils of the Board (and in each case, the chairperson and members thereof) including, without limitation, the Standing Advisory Councils described below. The President’s appointments shall be subject to ratification by the Board. All Advisory Council chairs must be members of the NSCAA. Members of the Executive Committee shall serve as non-voting liaisons to Advisory Councils but shall not chair such councils. Staff members, as non-voting liaisons or members of such councils, shall not chair Advisory Councils. These Councils shall be advisory in nature, providing counsel to members of the staff, Board or others, but shall have no authority to set policy. Nor shall they have responsibility for operations or management unless asked by the person or party being advised to assist in such. All Councils may be disbanded, or any member thereof removed, at any time by the Board of Directors, with or without cause. The composition of all Advisory Councils shall, insofar as possible and appropriate, represent youth, high school, college and professional programs and diverse groups within the NSCAA as outlined in the NSCAA Administrative Manual. (1/04)
8.02 – STANDING ADVISORY COUNCILS
There shall be Standing Advisory Councils as described below. The Board of Directors shall have the authority to eliminate Standing Advisory Councils or create new ones. (1/04)
A. Academy Council. There shall be Academy Advisory Council that shall advise the Director of Coaching Development on the Coaching Academy program. The First Vice-President serves as the Executive Committee liaison, and the Director of Coaching Development as the staff liaison. (1/04)
B. Board of Governors. There shall be a Board of Governors that shall advise the Board and staff on issues affecting the NSCAA. The Immediate Past President shall serve as Executive Committee liaison, and the Executive Director shall serve as staff liaison. (1/04)
C. Marketing Council. There shall be a Marketing Advisory Council that shall advise the Assistant Executive Director for Marketing on planning and issues dealing with marketing and promoting the NSCAA. The Third Vice-President shall serve as Executive Committee liaison, and the Assistant Executive Director for Marketing shall serve as staff liaison. (1/04)
D. Membership Council. There shall be Membership Advisory Council that shall advise the Associate Executive Director on the development, promotion and retention of membership. The First Vice-President shall serve as Executive Committee liaison, and the Associate Executive Director shall serve as staff liaison. (1/04)
E. Soccer Journal Editorial Council. There shall be Soccer Journal Editorial Council that shall advise the Soccer Journal Editor and Assistant Executive Director for Communications on editorial content and policy. The Third Vice-President shall serve as Executive Committee liaison, and the Assistant Executive Director for Communications shall serve as staff liaison. (1/04)
8.03 – AD HOC COUNCILS
Subject to the same policies and procedures as Standing Advisory Councils, the President may appoint ad hoc councils that are short-term, project-specific in nature. These councils shall be disbanded after completion of their responsibilities. (1/04)
8.04 – TERM OF OFFICE AND VACANCIES
Appointments to councils shall be for one year, commencing when such appointment is ratified by the Board of Directors at its mid-year meeting, and shall continue until his/her successor is appointed, the council member is no longer willing or able to serve or the council is disbanded. Should a vacancy occur during a council member’s term, the President shall have the power to appoint a replacement, subject to ratification by the Board of Directors at its next scheduled meeting. (1/04)
8.05 – QUORUM AND VOTING
A majority of the members of a council shall constitute a quorum for the transaction of any business and the acts of a majority of the council members present at any meeting at which a quorum is present shall be considered the acts of such council. (1/04)
8.06 – CONSENT OF COUNCIL MEMBERS IN LIEU OF MEETING
Any action that may be taken at a meeting of any council may be taken without a meeting if consent thereto in writing, setting forth the action so taken, shall be signed by all the respective council members and is subsequently filed with the Executive Director. (1/04)
ARTICLE IX
INDEMNIFICATION
9.01 – RIGHT TO INDEMNIFICATION
The corporation shall 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 such a person is or was a Director or Officer of the corporation, or was serving at the request of the corporation as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise or entity, whether or not for profit, whether domestic or foreign, including service with respect to an employee benefit plan, its participants or beneficiaries, against all liability, loss and expense (including attorneys fees and amounts paid in settlement) actually and reasonably incurred by such person in connection with such proceeding, whether or not the indemnified liability arises or arose from proceeding by or in the right of the corporation, if such person acted in good faith and in a manner he/she reasonably believed to be in the best interests of the corporation. (6/91)
9.02 – ADVANCE OF EXPENSES
Expenses incurred by a Director or Officer in defending a proceeding may be paid by the corporation in advance of the final disposition of such proceeding, subject to the provisions of applicable law, upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation under applicable law. (6/91)
9.03 – PROCEDURE FOR DETERMINING ENTITLEMENT TO INDEMNIFICATION
To determine whether any indemnification under this Article IX is required, the Board by a majority vote of a quorum consisting of directors not parties to such action, suit or proceeding may, and on request of any such person seeking indemnification or advance expenses shall be required to, determine in each case whether the applicable standards of conduct have been met, or such determination shall be made by independent legal counsel if such quorum is not obtainable, or, even if attainable, if a majority vote of a quorum of disinterested directors so directs. The reasonable expenses of any Director or Officer in prosecuting a successful claim for indemnification, and the fees and expenses of any special legal counsel engaged to determine permissibility of indemnification or advance of expenses, shall be borne by the corporation. (6/91)
9.04 – MODIFICATION OR REPEAL
No modification or repeal of any provision of this Article IX shall affect, to the detriment of the Director or Officer, the obligations of the corporation to indemnify and to advance expenses to a Director or Officer in connection with a claim based on any act or failure to act occurring before such modification or repeal. (6/91)
9.05 – INDEMNIFICATION NOT EXCLUSIVE; INURING OF BENEFIT
The indemnification and advancement of expenses provided by this Article IX shall not be deemed exclusive of any other right to which one indemnified may be entitled under any statute, agreement, vote of directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall inure to the benefit of the heirs, legal representatives and estate of any such person. The Board shall have the power to give other indemnification to the extent not prohibited by applicable law. (6/91)
ARTICLE X
AMENDMENT OF BYLAWS
10.01 – AMENDMENT
These Bylaws may be altered, amended, or repealed, or new Bylaws may be adopted (a) with respect to those matters which are not by statute reserved exclusively to the Members, by the Board of Directors, by the affirmative vote of two-thirds of the Directors then in office, or (b) by the Members at their annual meeting by the affirmative vote of two-thirds of the Members entitled to vote and present, in person or by proxy, at the annual meeting of the Members; provided, however, that any amendments proposed to be acted upon at the annual business meeting of the Members shall be submitted in writing to the Secretary at least 120 days prior to the annual meeting of the Members and included by the Secretary with the notice to the Members of the annual meeting for the purpose of allowing voting by proxy. (6/93)
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