CONSTITUTION OF DORAL SOCCER CLUB, INC. (DSC)
a Florida not-for-profit corporation
Originally adopted on January 18, 2005
ARTICLE I – NAME
The name of this organization shall be the DORAL SOCCER CLUB, INC., hereinafter referred to as DSC.
ARTICLE II – PURPOSE
The Doral Soccer Club shall be a non-profit educational organization with the purpose to develop, promote, and administer the game of soccer among boys and girls under 18 years of age without regard to race, color, religion, gender or national origin. The DSC shall conduct business with due respect to the spirit of the game and the benefit of the players while fostering their physical, mental and emotional growth through the sport of soccer.
ARTICLE III – TERRITORY
DSC shall serve and represent the city of Doral.
ARTICLE IV – COLORS
The representative colors of Doral Soccer Club shall be blue, white and black.
ARTICLE V – AFFILIATION
DSC shall be affiliated with the Florida Youth Soccer Association (FYSA) and comply with the authority of the American Youth Soccer Organization (AYSO), United States Youth Soccer Association (USYSA), United States Soccer Federation (USSF) and FIFA.
ARTICLE VI – MEMBERSHIP
Section 1. Classes of Members. The Corporation shall initially have two classes of members. The Corporation shall have a class of general members and a class of voting members. Additional classes of members, the manner of election or appointment of each class of members, and the qualifications and rights of each class of members may be established by amendment to this Constitution.
Section 2. Qualification for Membership. In order to qualify for membership in the general membership class, a member shall be (a) a properly registered player in the Doral Soccer Club (DSC), (b) a parent of such a player, (c) a coach or assistant coach of a properly registered team in DSC, or a (d) referee or administrator of DSC. In order to qualify for membership in the voting membership class, a member shall be (a) a member of the Board of Trustees, or (b) the registered coach of a properly registered team in DSC, or his or her authorized representative. An eligible authorized representative for a team shall be any one person who is a parent or legal guardian of a child registered for the coach’s registered team. Members may have such other qualifications as the Board may prescribe by amendment to this Constitution.
Section 3. Rights of Members. No member shall have any vested right, interest, or privilege in or to the assets, functions, affairs, or franchises of DSC or any right, interest, or privilege that may be transferable or inheritable or that shall continue if such member’s membership ceases or while such member is not in good standing; provided, that before such membership shall cease against such member’s consent, such member shall be given an opportunity to be heard, unless such member is absent from the county where DSC is located.
ARTICLE VII – MEETING OF VOTING MEMBERS
Section 1. Place of Meeting. Voting Members’ meeting shall be at the place of business of DSC, or at any other place within the State of Florida that the Board of Trustees or the voting members may from time to time select.
Section 2. Annual Meeting. A voting members’ annual meeting shall be held during the last month of the fiscal year and before the next DSC season as determined and called by the President with the concurrence of the Board of Trustees, provided the annual meeting shall not be held later than August 31 after the end of the specific fiscal year. The active voting members at such time shall review DSC’s activities, elect a Board of Trustees and Executive Officers with the exception of the President and Vice-President, and transact such other business as shall come before them.
Section 3. Special Meetings. Special meetings of the voting members may be called by the President, by a written request of a majority of the Board of Trustees, or a majority of the voting members.
Section 4. Notice of Meetings. A written or printed notice of each voting members’ meeting, stating the place, day, and hour of the meeting, and in case of a special meeting, the purpose or purposes of the meeting, shall be given by the Secretary of DSC or by the person authorized to call the meeting, at least seven (7) days before the date specified for a special meeting and 30 days before the date specified for the annual meeting, by person, mail, or by any other current communication technology, to each voting member of record entitled to vote at the meeting. If such notice is mailed, it shall be deemed delivered when deposited in the official government mail properly addressed to the voting member at his or her address as it appears on the records of DSC with postage thereon prepaid.
Section 5. Waiver of Notice. A voting member, either before or after a voting members’ meeting, may waive notice of the meeting, and such waiver shall be deemed the equivalent of receiving notice. Attendance at a voting members’ meeting, either in person or by proxy, of a person entitled to notice shall constitute a waiver of notice of a meeting unless such member attends for the express purpose of objecting to the transaction of business on the ground that the meeting was not lawfully called or convened.
Section 6. Voting Rights. Subject to the provisions of the laws of the State of Florida, each voting member in DSC shall be entitled to one (1) vote upon every proposal properly submitted to vote at any voting members meeting.
Section 7. Proxies. A voting member entitled to vote may vote in person or by proxy executed in writing by the voting member or by his or her attorney-in-fact. A proxy shall not be valid more than eleven (11) months after the date of its execution unless a longer period is expressly stated in the proxy.
Section 8. Quorum. The presence, in person or by proxy, of fifty percent (50%) or more of the voting members shall constitute a quorum at voting members’ meeting. At a duly organized meeting, voting members present can continue to do business until adjournment even though less than a quorum of voting members remain through the meeting. A majority of the votes cast at a duly authorized meeting shall decide every motion, question, or matter unless otherwise provided by law of by the Articles of Incorporation.
Section 9. Informal Action. Any action that may be taken at a voting members’ meeting may be taken without a meeting if a document in writing setting forth the action shall be signed by all of the voting members entitled to vote on the action and shall be filed with the Secretary of DSC. This consent shall have the same effect as a unanimous vote at a voting members’ meeting.
ARTICLE VIII – BOARD OF TRUSTEES
Section 1. Management of Corporation. The Board of Trustees shall manage and control the property, business and affairs of DSC.
Section 2. Qualification. The Board of Trustees shall consist of the executive officers, and those Trustees initially appointed by the President subject to confirmation by the executive officers. Successor Directors, except for the President and Vice-President, shall be elected by the voting members at the voting members’ annual meeting in the manner and style prescribed by this Constitution, to serve for a term of one year beginning on the day of election and until his or her successor shall be elected and shall be qualified in the manner and style prescribed by this Constitution.
Section 3. Vacancies. Vacancies on the Board of Trustees shall be appointed by the remaining Trustees. Each Trustee appointed to fill such vacancy shall serve until the expiration of the predecessor’s term of office and until his or her successor shall be elected by the voting members at the voting members’ annual meeting and shall be qualified. The other members of the Board of Trustees, by a majority vote, may declare vacant the office of a Trustee who is convicted of a felony or who is declared of unsound mind by an order of court.
Section 4. Compensation. Trustees shall not receive a salary for their services as Trustees; but, by resolution of the Board, a fixed sum and expenses of attendance may be allowed for attendance at each meeting of the Board of Trustees. A Trustee may serve DSC in a capacity other than that of Trustee and receive compensation for the services rendered in that other capacity.
Section 5. Removal. At a voting members’ meeting called for that purpose, one or more Trustees, except the President and/or Vice-President, may be removed from office by the majority vote of the voting members.
Section 6. Discipline. The Board of Trustees shall have the right and authority to suspend, bar completely, or otherwise discipline any player, coach, team assistant, manager, or member of DSC.
Section 7. Annual Meetings. The Board of Trustees shall meet each year immediately after the voting members’ annual meeting at a date, time, and place as determined by the Board of Trustees.
Section 8. Special Meetings. Special meetings of the Board of Trustees may be called at any time by the President or any three members of the Board of Trustees
Section 9. Notice of Meetings. Notice of the Board of Trustees’ annual meeting and of each special meeting, setting forth the time and place of the meeting, shall be given to each Trustee at least twenty-four (24) hours before the meeting. This notice may be given either personally or by sending a copy of the notice through the United States mail or by any other current communication technology, without cost to recipient, to the address of each Trustee appearing on the books of DSC.
Section 10. Waiver of Notice. A Trustee may waive Notice of a Board of Trustees’ annual or special meeting in writing either before or after the meeting, and such waiver shall be deemed the equivalent of receiving notice. Attendance of a Trustee at a meeting shall constitute waiver of notice of that meeting unless such Trustee attends for the express purpose of objecting to the transaction of business because the meeting has not been lawfully called or convened.
Section 11. Proxies. A Trustee entitled to vote may vote in person or by proxy, given to another Trustee, executed in writing by the Trustee or by his or her attorney-in-fact. A proxy shall be valid only for designated meeting, unless a longer period is expressly stated in the proxy. Proxy will be for quorum only, unless expressly stated in the proxy.
Section 12. Quorum. At all meetings of the Board of Trustees, a majority of the Trustees in office shall be necessary to constitute a quorum for the transaction of business. If a quorum is present, the acts of a majority of the Trustees in attendance shall be the acts of the Board of Trustees.
Section 13. Informal Action. If all the Trustees severally or collectively consent in writing to any action taken or to be taken by DSC and the writing or writings evidencing their consent are filed with the Secretary of DSC, the action shall be as valid as though it had been authorized at a meeting of the Board.
Section 14. Presumption of Assent. A Trustee of DSC who is present at a meeting of the Board of Trustees at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless such Trustee’s dissent is (i) entered in the minutes of the meeting, (ii) filed with the person acting as the secretary of the meeting before the adjournment thereof, or (iii) forwarded by registered mail to the Secretary of DSC immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Trustee who voted in favor of such action.
ARTICLE IX – EXECUTIVE OFFICERS
Section 1. Executive Officers. The executive officers of DSC shall be a President, a Vice President, a Secretary and a Treasurer. The Secretary and Treasurer shall be chosen by the voting members at the voting members annual meeting. Other officers, assistant officers, agents, and employees that the Board of Trustees from time to time may deem necessary may be elected by the Board or appointed in a manner prescribed by the Board. All executive officers must be Trustees of DSC.
Section 2. Vacancies. When a vacancy occurs in one of the executive offices by death, resignation, or otherwise, it shall be filled by Board of Trustees. The officer so selected shall hold office until his or her successor is chosen and qualified.
Section 3. Compensation. Executive officers shall not receive a salary for their services as executive officers. An executive officer may serve DSC in a capacity other than as an executive officer and may receive compensation for the services rendered in that capacity. The salaries of other agents and employees of the Corporation may be fixed by the Board of Trustees or by an officer to whom that function has been delegated by the Board.
Section 4. President. The President shall be the chief executive officer of DSC and have general supervision of the business of DSC. The President shall discharge the duties of a presiding officer at all meetings, present at each voting members’ annual meeting a report of the business of DSC for the preceding fiscal year, and perform whatever other duties the Board of Trustees may from time to time prescribe. The President shall assign duties to all other officers as required. The President or his or her designated alternate shall represent DSC in all meetings of associations to which DSC is affiliated. The President or his or her designated alternate shall serve as the official spokesperson for DSC. In general, the President shall perform all duties incident to the office of President, including taking prudent and reasonable action in cases not covered in this Constitution.
Section 5. Vice-President. In the absence of the President or his or her inability to act, the Vice-President shall perform the duties of the President, except as may be limited by resolution of the Board of Trustees, with all the powers of and subject to all the restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Trustees.
Section 6. Treasurer. The Treasurer shall have custody of corporate funds and securities, keep full and accurate accounts of receipts and disbursements, and supervise the deposit of all corporate monies and other valuable effects in the name and to the credit of DSC in a depository or depositories selected in accordance with the provision of this Constitution. The Treasurer shall disburse funds of the Corporation and render to the President or the Board of Trustees, whenever they may require it, an account of his or her transactions as Treasurer and of the financial condition of DSC.
Section 7. Secretary. The Secretary shall maintain an accurate record of all meetings, provide notice of meetings, shall be the custodian of all correspondence received and maintain files of the Organization. The Secretary is responsible to prepare and provide team rosters to the League Director after checking all players’ information with the Registrar.
ARTICLE X – OTHER OFFICERS, EMPLOYEES, AND VOLUNTEERS
Section 1. Program Manager. The Program Manager shall be responsible for the planning and implementation of the entire soccer program of DSC.
Section 2. Assistant Program Manager. The Assistant Program Manager shall be responsible for the day to day operations of the soccer program of DSC.
Section 3. League Director. The League Director shall be responsible for scheduling fields, dates and times of all DSC games, State games, friendly or other games played by its members and distribute the schedules for the games to the leagues. The League Director will coordinate with each AGC (age group coordinator) to support the League schedules and to handle the canceling and rescheduling of games. The League Director shall serve as a communication and coordination link between DSC and AYSA, FYSA, City Park and Recreational Departments and other soccer leagues. He/She is also responsible for seeing that game fields are adequately maintained and properly marked prior to scheduled games. The League Director shall maintain the highest possible standard of coaches’ conduct and sportsmanship. Is also his/her duty to settle minor disputes involving coaches, schedules and practice sites.
Section 4. Coach Director. The Coach Director shall be responsible for the development and discipline of coaches for the assigned teams including the distribution of team schedules.
Section 5. Team Equipment Director. The Team Equipment Director shall be responsible for the control, purchase and/or replacement and storage of all DSC team equipment and uniforms. He/She is also responsible for ordering and distributing, accordingly to the Board’s approval.
Section 6. Recreational Youth Soccer Director The Recreational Youth Soccer Director shall be the link between DSC and others recreational entities. He/She is responsible to make all the playing arrangements to benefit the soccer and all the players.
Section 7. Event Coordinator. The Event Coordinator shall be responsible to organize and control all Events promoted by DSC. Is his/her responsibility to find sites, negotiate with any vendor, City Manager, Law Enforcement Officer, other soccer entity if involved and etc. The Event Coordinator shall provide a written report to the Board specifying details and estimates. In case DSC is invited to participate in an event promoted by other entity, is also his/her duty to analyze and take the decision to the Board approval.
Section 8. Registrar. The Registrar shall ensure that all players and coaches are properly registered. They shall have the authority to verify credentials of any player for any cause. The Registrar is responsible to ensure the maintenance of the Organization’s data base.
Section 9. Public Relations Director. The Public Relations Director shall be responsible for the publicity of the activities of the Organization and the coordination of efforts to obtain supplemental funding which may be in the form of sponsorships, grants, donations, etc. He/She will coordinate the taking and distribution of team pictures.
Section 10. Administrative Assistant. The Administrative Assistant shall assist the Trustees, Executive Officers, Program Manager, and the Assistant Program Manager in the daily operations of DSC.
Section 11. Webmaster. The Webmaster shall maintain an up-to-date website for DSC containing all information about the organization as well as game schedules, contact list, meetings, clinics, tournaments, forms, calendar of events and etc.
Other officers, assistant officers, agents, employees, and volunteer that the Board of Trustees from time to time may deem necessary may be elected by the Board or appointed in a manner prescribed by the Board. The same person may hold two or more offices.
ARTICLE XI – STANDING COMMITTEES
Section 1. Establishment and Authority of Committees. The President, subject to approval by resolution adopted by a majority of the Trustees in office, may designate and appoint one or more standing or temporary committees, each of which shall consist of one or more Trustees. The President, subject to approval by the Board, shall appoint the Chairs of such committees. Such committees shall have and exercise the authority of the Trustees in the management of DSC, subject to such limitations as may be prescribed by the Board, except that no committee shall have the authority to (a) amend, alter or repeal this Constitution; (b) elect, appoint, or remove any member of any other committee or any Trustee or officer of DSC; (c) amend the Articles of Incorporation; (d) adopt a plan of merger or consolidation with another corporation; (e) authorize the sale, lease or exchange of all or substantially all the property and assets of DSC not in the ordinary course of business; (f) authorize the voluntary dissolution of DSC or revoke proceedings therefore; (g) adopt a plan for the distribution of the assets of DSC; or (h) amend, alter or repeal any resolution of the Board which by its terms provides that it shall not be amended, altered or repealed by a committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board or any individual Trustee of any responsibility imposed upon it, him or her by law.
Section 2. Rules Committee. This Committee shall be responsible for drafting the Playing Rules for each age group. These Rules must be evaluated and approved by the Board. The Committee shall also be responsible for establish rules for determining league champions. It shall include the Program Manager, Assistant Program Manager, Coach Director and League Director.
Section 3. Registration Committee. The Registration Committee shall establish Standing Rules and procedures for assigning players to teams, late registrations and adding or dropping players. These rules and procedures must be approved by the Board. It shall include the Registrar, the Secretary and Coach Director.
Section 4. Discipline, Protest and Ethics Committee This Committee shall hear appeals and protests which are directly related to game incidents and rule on such matters in accordance with the constitution, policies and procedures of DSC, AYSA, FYSO and USSF. It shall include the Assistant Program Manager, League Director, and 3 other members to be appointed by the President.
Section 5. Budget and Finance Committee. This Committee shall monitor all receipts and expenditures of the Organization and will ensure that the non-profit status of the Organization is protected. The Committee shall submit a proposed budget for the upcoming fiscal year, conduct an annual audit of the financial affairs of DSC and all related books and records. It shall include the Treasurer and any 2 other members appointed by the President.
Section 6. Special Events Committee. This Committee shall plan, establish, approve and administer all rules and regulations of all tournaments and special events sponsored by DSC. It shall include the Special Event Coordinator, League Director and 1 member to be appointed by the President.
ARTICLE XII – ADMINISTRATIVE AND FINANCIAL PROVISIONS
Section 1. Age Groups. Age grouping shall comply with the rules of the AYSA and FYSO
Section 2. Player Registration and Team assignment. The player’s age is the prime factor in the assignment of players to teams. No player may practice or play in a game with a team until he/she is properly registered with DSC and assigned to a team by the Coach Director and has paid the registration fee. Parents must sign the registration form and provide a copy of the birth certificate or passport. Coaches that allow a non-registered player practice or play in a game will be suspended.
Section 3. Coaches. All coaches are subject to screening by the Coach Director and must attend the coaches meetings. They are responsible for any equipment issued to them and being knowledgeable of the DSC Constitution and Playing Rules. Head coaches and assistant coaches shall complete a background check annually. Coaches will be held responsible for all abusive and foul language and acts by their players and fans as well as their own conduct which serve as a role model for their players.
Section 4. Financial Responsibility. DSC shall not assume, nor be liable for, the debts and/or financial responsibilities, either implied or incurred, of any player, coach, manager, team official or referee.
Section 5. Execution of Written Instruments. Contracts, deeds, documents, and instruments shall be executed by the President under the seal of DSC affixed and may be attested by the Secretary unless the Board of Trustees shall in a particular situation designate another procedure for their execution.
Section 6. Loans. No loans shall be contracted on behalf of DSC and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances. No loans shall be made by and no credit shall be extended by DSC to its officers or Trustees.
Section 7. Liability of Members. No member shall have any personal liability for any debt or obligation of DSC unless otherwise agreed in writing by such member.
Section 8. Signing of Checks and Notes. Checks, notes, drafts, and demand for money in the amount of $500.00 or more shall be signed by the Treasurer and also by the President or Vice President. For amounts less than $500.00, either the President, Vice President, or Treasurer can sign.
ARTICLE XIII – AMENDMENT OF CONSTITUTION
Subject to the limitations contained in this Constitution and any limitations set forth in the Florida Not For Profit Corporation Act concerning corporate action that must be authorized or approved by the Trustees of DSC, the Constitution of DSC may be made, altered, rescinded or added to, or new amendments or Bylaws may be adopted, by a majority of the Trustees present and voting at any regular or special meeting of the Trustees called for that purpose.