Louisville Soccer Club

CONSTITUTION

PREAMBLE

Upon ratification by the membership, this document shall supersede any and all previously existing documents governing this Club.

ARTICLE I – NAME

The name of the association shall be Louisville Soccer Club. The association shall be under the direction and supervision of the Board of Directors.

ARTICLE II – PURPOSE

The purpose of the Club shall be to develop and promote the development of players and coaches in the sport of soccer under the philosophies of good sportsmanship, teamwork, and the learning of fundamentals. The Club is affiliated with the United States Soccer Federation (USSF) through their Ohio Youth Soccer Association-North (OYSA-N) affiliate and abides by their standards and procedures.

ARTICLE III – FISCAL YEAR

The Fiscal year of the association shall be the calendar year, January 1 to December 31.

ARTICLE IV – MEMBERSHIP

Section 1 – Membership is open to all Players, Coaches, and appointed Associate Members. Associate Members are persons other than coaches and players that are appointed by the Board of Directors that have voting rights.  Members are considered Voting Members if they are over the age of 18yrs. For those players under the age of 18, one of their parents will be their designated Voting Member.

Section 2 – Any adult can become an Associate Member provided that such resident has ever been a member of the Louisville Soccer Association.

Section 3 – Only Voting Members are eligible to run and be elected to the Board of Directors.

Section 4 – Any member of the Board desiring to resign from the Club shall submit his or her resignation in writing to the Secretary, who shall present it to the Board of Directors.

ARTICLE V – MEETINGS

Section 1- The Election Meeting of the Club shall be held in November each year at a time and place to be determined by the Board of Directors.  This meeting is open to all members of the Club. The purpose of this meeting is to elect the Board of Directors, to disseminate information to the membership, to keep members apprised of the of the business affairs of the Club, and to seek the advice, opinions, wants and needs of the membership.  Notification of the Election Meeting will be made to the members at the end of Fall soccer season in October of each year.

Section 2- Regularly scheduled meetings of the Board of Directors shall be held.  The purpose of these meetings is to provide a forum for the Board of Directors to discuss and vote on proposed issues and actions.  These meetings may be monthly, but the time between regularly scheduled meetings is at the discretion of the Board. Regularly scheduled meetings will typically consist only of the Board of Directors.  However, if a member would like to attend a regularly scheduled meeting or would like to add an issue to the agenda, then a member can do so by oral or written request and subsequent approval by the President of the Club. Board members shall make a good faith effort to attend 75% all Board meetings.

Section 3- Special Meetings of the Club may be held at the call of the President.  Special meetings may be a physical meeting of the Board, or, in situations where appropriate (time sensitive or emergent), the President may correspond individually with each member and receive their vote on a certain issue.  Communication can be oral or in writing (email or other written means is acceptable).  A reasonable attempt must be made to contact all Board Members for special meetings.

Section 4- The Board of Directors can choose to make any regularly scheduled meeting or special meeting open to all members (example- The Board may want to have an "open" meeting at the end of Spring or Fall soccer season).  Notifications to the members of the club must be made in advance to any "open" meeting.

Section 5- A simple majority of the Board of Directors present in person shall constitute a quorum at any meeting of the Club.  For special meetings where attendance is not required (as explained above), a quorum is established, then a majority vote of those members is needed to approve an action or motion.

Section 6- Voting shall be conducted through a roll call, show of hand, or by oral vote of yeas/nays, with the President voting only in the case of a tie. However, in the event of a tie among a quorum of members in which relatives of the first degree constitute the quorum, one related member shall abstain from said vote so that votes shall be limited to one vote per family. For purposes of these bylaws, first-degree relatives include parents, children (biological or adopted) and siblings.

 A secret ballot can be used, if requested.  A written absentee ballot will be accepted by the Secretary for the following: election of officers (Board of Directors), removal of officers, and constitutional amendments.  For special meetings that do not require attendance, vote can be oral or by any written means. Communications between Board members on voting matters via email, text or other electronic means shall be noted in the minutes of the board meeting at the next available meeting.

Section 7- A motion requires a second and a simple majority to pass.

Section 8- This Club shall refer to, but is not governed by, Robert Rules of Order as a guideline in proper operating procedures.

ARTICLE VI –BOARD OF DIRECTORS

Section 1 – The business, property, and affairs of the Club shall be managed by the Board of Directors, which shall have the power to initiate and approve plans and programs for the welfare or the association.

Section 2- The Board of Directors shall have custody and management of all assets of the association: and conduct necessary business affairs of the Club.

Section 3 – The Board of Directors shall perform all other duties and shall have other powers as may be necessary to carry out the purpose of the Club.

ARTICLE VII – OFFICERS

Section 1 – The elected/appointed officers of the Club shall consist of President, Vice President, Treasurer, Secretary, Travel Coordinator, Registrar, Coach/Referee Coordinator positions. These positions shall be elected/appointed for a two-year term and assume the duties of the office at the November meeting. The President, Secretary, Registrar, and Coach/Referee Coordinator positions shall be elected in odd numbered years. The Vice President, Treasurer, and Travel Coordinator shall be elected and/or appointed in even-numbered years.

Section 2 – Responsibilities and Duties of Office

Board members shall make a good-faith effort to attend 75% of all Board meetings.

A. President*: The President shall be responsible for the overall operation of the Club. He/she shall preside at all Club meetings, develop the agenda for all club meetings, attend outside soccer club meetings, appoint all committees, and be the general representative of the Club in all legal and other matters. He/she shall act as the liaison between LSC and all clubs involved in the CCL. He/she will coordinate the general communication with all club members via newsletter, phone, email, etc. The President is an ex-officio member of all committees. In addition, the President will be responsible for maintaining a relationship with the City of Louisville, the City Council, the Parks Department, and the local school district.  

*- In order to be considered for the position of Board President, the potential candidate must have served at least 1 year of prior service on the club board and be in good standing within the club, club board, and associated leagues of play.  

B. Vice-President: The Vice-President shall monitor all committee activities. He/she shall preside at meetings in the absence of the President. The Vice-President shall preside over a committee responsible for all equipment. The committee will consist of the President, Vice President, Travel Coordinator, and Coach/Referee Coordinator. This committee will meet at the conclusion of each season to inventory and evaluate the condition of all equipment and determine the need for repair or replacement of LSC equipment. The inventory shall include all goals, balls, ball bags, coaches bags, first aid kits, etc., and shall note the condition of the equipment and suggestions for repair or replacement. This inventory shall be presented to the Board of Directors for review and discussion prior to the beginning of each season. The Vice-President shall oversee any paid positions the board may enter into (ie: field maintenance, coach/trainer, social media, etc.).

C. Treasurer**: The Treasurer shall maintain the Club's financial records. The Treasurer shall make all disbursements by check or debit card, including but not limited to league registrations, referee fees, field rentals, paint/field supplies, and/or other fees associated with field repairs, or club-incurred expenses. The treasurer is also responsible for maintaining club insurance, and tax responsibilities. 

**- In the interest of the Soccer Club, it should be noted that the position of Treasurer will be an appointed position by the Club Board of Directors.  The potential candidate for treasure will be subject to an interview process by the board and potentially subject to a background and credit check ahead of assuming the position of treasurer. 

D. Secretary: The Secretary shall be responsible for the minutes of regularly scheduled meetings. The Secretary shall assist in handling the registrations of the community players and assist in the registration process of the travel players. The Secretary shall also be responsible for assisting with social media communications/posts. He/she shall communicate with the school systems and promote the club in all communications. The Secretary will coordinate the ordering of shirts for new coaches from the Coach/Referee Coordinator and Travel Coordinator.

E. Travel Coordinator: The Travel Coordinator shall handle all paperwork and related activities to the participation of Travel teams in outside organizations such as (but not limited to) OSA and OHTSL. The Travel Coordinator shall work with the Coach/Referee Coordinator for the scheduling of fields for practices and games. The Travel Coordinator will be in charge of communications with Travel Coaches. He/she will oversee travel tryouts twice a year. The Travel Coordinator will meet with travel coaches at the beginning of each season. He/she will provide information to the Secretary on the ordering of coaches’ shirts for new head coaches. The Travel Coordinator will also work in conjunction with the Registrar for any off-season club-sponsored participation (ie: indoor winter soccer, etc.).

F. Registrar: The Registrar is responsible for completing all club registration responsibilities including, but not limited to, updating the online registration website, online printable forms, and scholarship applications each season. The Registrar is responsible for forming teams and scheduling all regular-season community games. He/she will also work in conjunction with the Travel Coordinator for any off-season club-sponsored participation (ie: indoor winter soccer, etc.).

G. Coach/Referee  Coordinator: The Coach/Referee Coordinator shall be responsible for recruiting and confirming coaches for all community teams, from Tiny Strikers to U14 (or the highest level community division). He/she is responsible for running the Coaches’ meeting, communicating club expectations, and will verify all coaches have completed the required concussion training and have been cleared through the Club's background check process.  He/she is also responsible for maintaining coach contact to resolve player, parent, or member/coach issues. He/she is responsible for scheduling all referees for community games.  The coach/referee coordinator shall work with the travel coordinator and president/vice president on field conditions to determine if practices or games need to be postponed. He/she will receive scores from referees via text or other means as determined prior to the start of the season.  He/she will report to the Treasurer who gets paid and how much, with regard to referees. He/she is responsible for the ordering of trophies/medals for community tournaments and providing information to the Secretary on the ordering of coaches’ shirts for new head coaches.  He/she is responsible for getting referees for home games that are not already assigned by a league. The coach/referee coordinator will organize and be in attendance at any/all community tournaments to ensure things run smoothly and for the handling of trophies/medal presentations at the tournament. The Coach/Referee Coordinator may appoint individuals to help with committees and events. 

Section 3 – The nominating committee appointed by the Board of Directors shall propose nominations for the officers to the Board of Directors.

Section 4 – Nominations will be open to the floor at the November general meeting of the association, by Board and Associate Board Members.

Section 5 – A simple majority vote of those Members present at the November meeting will elect the officers.

Section 6 – No member shall hold more than one (1) office at a time.

Section 7 - Removal of Board Member: Any member of the Board of Directors may be removed for cause by the affirmative vote of a simple majority of the members of the Board of Directors or a simple majority of the members of the association at a meeting duly called for that purpose. The member to be removed shall not vote. A member of the Board of Directors must call a special meeting for this purpose. Written notification of this special meeting must be advertised to the members not less than fourteen (14) days before the meeting indicating the time, place, and reason for the meeting.

Section 8 – In the event of the death, resignation, or removal of an elected officer, or the addition of an elected board position, a replacement may be appointed by the current Board of Directors and this replacement will serve until the next election.

Section 9- The Board of Directors shall appoint subsidiary committees as needed for future growth and/or events supported by the members of LSC. At least one member of the Board of Directors shall be a part of any said committee who will report committee updates and share committee minutes at monthly Board of Directors meetings. Examples of such committees are fundraising or community spring session.

ARTICLE VIII - CONTRACTS AND SERVICES

Unless otherwise required by the Board of Directors, the President, and Vice-President may execute contracts or other instruments on behalf of or in the name of LSC upon approval of the Board. No individual director or officer may enter into contracts or otherwise legally bind LSC without prior approval by the Board. Prior to entering into any contract for services or goods with any entity in which a member of the Board of Directors has a direct or indirect financial interest, the Board shall approve such contract in accordance with LSC’s conflict of interest policy.

ARTICLE IX - CONFLICT OF INTEREST POLICY

For purposes of these bylaws, a conflict of interest shall be defined as a transaction or arrangement that might benefit the private interest of an officer, board member, or employee of the LSC.

ARTICLE X - COMPENSATION

Board Members shall not receive any salary for their services, as such, but may ask for reimbursement of reasonable expenses incurred on behalf of the LSC.

ARTICLE XI - CORPORATE POWERS

All corporate powers, except such as are otherwise provided for in these bylaws and the laws of the State of Ohio, shall be vested in the Board of Directors. The Board of Directors may, by general resolution, delegate such powers to committees comprised of at least one director as may be appropriate and where such delegation is for the benefit of the LSC and its mission.

ARTICLE XII – BYLAWS

Section 1 – The Board of Directors shall have the power to adopt bylaws, on an emergency basis, of which bylaws shall not be inconsistent with this Constitution or bylaws. All such bylaws must be submitted to the association for a vote at the next regularly scheduled meeting and approved.

Section 2 – Upon passage of this Constitution, the bylaws of the Louisville Soccer Association become active.

ARTICLE XII – LIABILITY

The Board of Directors shall not be held personally liable for any legal or financial action taken by the Board of Directors as long as the Board of Directors has acted in good faith in what is considered the best interest of the association, and is not guilty of negligence, misconduct, malfeasance or misfeasance.

ARTICLE XIII – NONDISCRIMINATION

The association shall not discriminate against any member, player, independent contractor or applicant because of their sex, race, color, religion, national origin or age.

ARTICLE XIV – AMENDMENTS TO THE CONSTITUTION

Section 1 – This Constitution may be amended by a 2/3 majority vote of the membership present at any meeting provided a copy of the proposed amendment shall have been made available to each member of the association at least twenty-eight (28) days before the date of the meeting at which the proposed amendment is to be acted upon.

Section 2 – A complete revision to the Constitution shall be made available online or in writing, upon request.

ARTICLE XV – EFFECTIVE DATE

This Constitution shall become effective immediately upon adoption by a 2/3 majority vote of the members present at such a meeting.

Last Revised at Meeting February 26, 2011, October 17, 2013, October 12, 2015, November 22, 2022, and November 10, 2024

 

Proposed 2026 Amended and Restated Version

PREAMBLE

Upon ratification by the membership, this Amended and Restated Constitution & By-Laws shall supersede any and all previously existing constitutions, bylaws, amendments, policies, or governing documents of the Louisville Soccer Club to the extent that they are inconsistent with this document.

The Louisville Soccer Club is organized for the purpose of promoting and developing the sport of soccer within the Louisville, Ohio community and surrounding areas. The Club shall operate in accordance with applicable law and the rules and requirements of its governing soccer organizations.

ARTICLE I – NAME

Section 1 – Name

The name of this organization shall be Louisville Soccer Club, hereafter referred to as "LSC" or "the Club."

Section 2 – Governance

The Club shall be governed by its Voting Members through its elected and appointed Board of Directors as provided by this Constitution & By-Laws.

The business, property, and affairs of the Club shall be managed by the Board of Directors.

ARTICLE II – PURPOSE

The purpose of Louisville Soccer Club shall be to develop and promote the sport of soccer and the development of players, coaches, and referees under the principles of good sportsmanship, teamwork, respect, inclusion, and the learning and development of soccer fundamentals and skills.

The Club shall provide opportunities for youth to participate in soccer through community and travel programs and through other soccer-related activities approved by the Board.

LSC may affiliate with and participate in organizations governing youth soccer, including the United States Soccer Federation (USSF), Ohio Soccer Association (OSA), and other applicable leagues, associations, or governing organizations.

The Club shall comply with the rules, standards, policies, and procedures of such organizations when participating in their programs.

ARTICLE III – FISCAL YEAR

The fiscal year of Louisville Soccer Club shall be the calendar year, beginning January 1 and ending December 31.

ARTICLE IV – MEMBERSHIP

Section 1 – Classes of Membership

Membership in Louisville Soccer Club shall consist of:

1. Player Members
2. Coach Members
3. Voting Members
4. Associate Members

The Board may establish additional membership classifications by policy when necessary for the operation of the Club, provided such classifications do not conflict with this Constitution & By-Laws.

Section 2 – Voting Members

Voting Members shall be adults who are members in good standing of the Club and meet one or more of the following criteria:

1. A parent or legal guardian of a minor player registered with LSC;
2. An adult player registered with LSC;
3. A current coach of an LSC team;
4. An Associate Member specifically granted voting rights by the Board.

For a minor player, the parent or legal guardian designated during registration shall serve as the Voting Member for that player.

Section 3 – Family Voting Rights

For purposes of Club membership votes, each household or family shall be entitled to one vote, regardless of the number of minor players registered with the Club.

When two or more members of the same immediate family would otherwise be entitled to vote on the same matter, only one vote shall be counted for that family.

Section 4 – Associate Members

The Board of Directors may appoint adults as Associate Members when their participation is determined to be beneficial to the Club.

Associate Members may be granted voting rights by the Board.

Section 5 – Eligibility for the Board

Only Voting Members who are at least eighteen (18) years of age and in good standing with the Club shall be eligible to serve on the Board of Directors.

Additional qualifications for specific Board positions may be established by these By-Laws.

Section 6 – Good Standing

A member shall be considered in good standing unless the member:

1. Has been suspended or removed from Club membership;
2. Has been found responsible for serious misconduct by the Club or an applicable governing organization;
3. Has outstanding financial obligations to the Club that are not subject to an approved payment arrangement; or
4. Is otherwise determined by the Board to be ineligible to participate in Club governance under applicable Club policy.

Section 7 – Resignation

Any Board member wishing to resign from the Club or from a Board position shall submit written notice to the Secretary or President.

The Secretary shall present the resignation to the Board at its next meeting.

ARTICLE V – MEETINGS AND VOTING

Section 1 – Annual Election Meeting

The annual Election Meeting of the Club shall be held in November each year at a time and place determined by the Board of Directors.

The Election Meeting shall be open to Voting Members and may be opened to other Club members at the discretion of the Board.

The purposes of the meeting shall include:

1. Election of Board positions scheduled for election;
2. Presentation of information concerning the Club;
3. Communication of significant Club business;
4. Receiving input from Club members; and
5. Conducting any other business properly brought before the membership.

Notice of the Election Meeting shall be provided to members at least fourteen (14) days before the meeting.

Section 2 – Regular Board Meetings

The Board of Directors shall meet regularly at intervals determined by the Board.

Meetings may be held monthly but are not required to occur every month.

The purpose of regular Board meetings shall be to conduct Club business, review operations, discuss issues, approve expenditures, establish policies, and take other actions necessary to carry out the purposes of the Club.

Section 3 – Member Attendance

Regular Board meetings shall generally be meetings of the Board.

The President may permit other Club members or guests to attend all or part of a Board meeting.

A member wishing to address the Board or place an item on the agenda may make a written or oral request to the President. The President may place the matter on the agenda or refer the matter to the appropriate Board member or committee.

Section 4 – Special Meetings

Special meetings of the Board may be called by:

1. The President; or
2. A majority of the Board of Directors.

Special meetings may be conducted in person, by telephone, video conference, or other electronic means that permits participating directors to communicate with one another.

When circumstances require immediate action, the President may conduct Board business electronically, including by email or other electronic communication.

Reasonable efforts shall be made to notify all Board members of special meetings or electronic votes.

Section 5 – Open Meetings

The Board may designate any regular or special Board meeting as an open meeting to Club members.

Reasonable advance notice shall be provided when a meeting is designated as open.

Section 6 – Quorum

A majority of the directors then serving on the Board shall constitute a quorum.

For a six-member Board, four (4) directors shall constitute a quorum.

Directors participating through telephone, video conference, or other approved electronic means shall be considered present for purposes of determining a quorum.

Section 7 – Voting

Each Board member shall have one (1) vote.

The President shall vote on all matters before the Board.

A simple majority of the votes cast by directors present and voting shall be required for approval of a motion unless these By-Laws or applicable law require a greater vote.

In the event of a tie, the motion shall fail.

A director shall abstain from voting when required by applicable law, a conflict-of-interest policy, or when the director has a direct personal or financial interest in the matter.

Section 8 – Member Voting

When a matter is submitted to the general membership for a vote, each Voting Member or voting household shall have one (1) vote as provided by Article IV.

The President shall vote as a member when eligible to vote.

Section 9 – Voting Methods

Voting may be conducted by:

• Voice vote;
• Show of hands;
• Roll call;
• Written ballot;
• Electronic ballot; or
• Other reasonable method approved by the Board.

Secret ballots shall be used when requested by a Voting Member for elections or other matters where the Board determines a secret ballot is appropriate.

Section 10 – Absentee and Electronic Voting

The Board may permit written or electronic absentee voting for:

1. Election of Board members;
2. Removal of Board members;
3. Amendments to this Constitution & By-Laws; and
4. Other matters specifically authorized by the Board.

Electronic Board votes shall be documented and included in the minutes of the next Board meeting.

Section 11 – Motions

A motion shall require a second before being put to a vote unless the Board adopts a procedure allowing certain routine matters to be handled without a formal motion.

Section 12 – Parliamentary Procedure

LSC may refer to Robert's Rules of Order as a general guideline for parliamentary procedure but shall not be governed by Robert's Rules unless specifically adopted by the Board.

ARTICLE VI – BOARD OF DIRECTORS

Section 1 – Authority

The Board of Directors shall manage the business, property, assets, programs, and affairs of Louisville Soccer Club.

The Board shall have authority to initiate, approve, modify, suspend, or discontinue programs and activities consistent with the purpose of the Club.

Section 2 – Powers

The Board shall have all powers reasonably necessary to carry out the purposes of the Club, except those powers reserved to the membership by this Constitution & By-Laws or applicable law.

Section 3 – Responsibilities

The Board shall:

1. Establish Club policies;
2. Approve the annual budget;
3. Oversee Club finances;
4. Approve significant contracts and expenditures;
5. Maintain appropriate insurance;
6. Oversee Club programs;
7. Ensure compliance with applicable soccer organizations and laws;
8. Protect Club property and assets;
9. Establish committees as needed; and
10. Act in the best interests of Louisville Soccer Club.

Section 4 – Board Meetings and Attendance

Board members shall make a good-faith effort to attend at least seventy-five percent (75%) of regularly scheduled Board meetings.

The Board may consider repeated failure to participate in Board activities when evaluating whether a Board member remains able to fulfill the responsibilities of the position.

Section 5 – Board Members as Volunteers

Board positions are volunteer positions unless otherwise specifically authorized by the Board and permitted by applicable law.

Board members shall not receive compensation solely for serving on the Board.

Section 6 – Delegation

The Board may delegate specific duties to committees, volunteers, contractors, employees, or other qualified individuals.

Delegation of a duty does not eliminate the Board's responsibility for appropriate oversight.

ARTICLE VII – OFFICERS AND BOARD POSITIONS

Section 1 – Board Composition

The Board of Directors shall consist of six (6) positions:

1. President
2. Vice President
3. Treasurer
4. Secretary
5. Travel & Coaching Coordinator
6. Field Coordinator

Section 2 – Terms

Each Board position shall have a two-year term.

The President, Secretary, and Travel & Coaching Coordinator shall be elected in odd-numbered years.

The Vice President, Field Coordinator shall be elected in even-numbered years.

The Treasurer shall be appointed by the Board in even-numbered years and whenever necessary to fill a vacancy.

Board members shall assume their duties at the November meeting following election or appointment.

Section 3 – President

The President shall be responsible for the overall leadership and operation of the Club.

The President shall:

1. Preside over Board and membership meetings;
2. Develop agendas for Board meetings;
3. Serve as the general representative of LSC;
4. Maintain relationships with other soccer organizations;
5. Serve as an appropriate liaison with the City of Louisville, City Council, Parks Department, local schools, and community organizations;
6. Appoint committees as authorized by the Board;
7. Coordinate general communications with Club members;
8. Oversee implementation of Board decisions;
9. Work with the Treasurer regarding Club financial matters;
10. Perform other duties assigned by the Board.

The President shall serve as an ex-officio member of all Club committees unless otherwise determined by the Board.

Referee Responsibilities

The President shall oversee the Club's referee program, including:

1. Recruiting and maintaining relationships with referees;
2. Coordinating referee coverage for LSC games when not otherwise assigned;
3. Addressing referee-related concerns or disputes;
4. Communicating referee expectations;
5. Coordinating referee coverage for tournaments and special events;
6. Providing referee payment information to the Treasurer; and
7. Working with the Travel & Coaching Coordinator and Registrar when referee coverage affects scheduling.

The President shall not be responsible for maintaining the Club's financial records or processing referee payments.

Registration Responsibilities

The President shall oversee the Club's registration administration, including:

1. Maintaining the Club's registration process and related online or printable registration materials;
2. Administering scholarship or financial-aid applications associated with registration;
3. Coordinating the formation of community teams;
4. Coordinating regular-season community game scheduling;
5. Coordinating registration-related communications and information for members; and
6. Coordinating registration matters for off-season Club-sponsored programs with the Travel & Coaching Coordinator.

President Eligibility

A candidate for President must have completed at least one (1) year of prior service on the LSC Board and must be a member in good standing.

Section 4 – Vice President

The Vice President shall:

1. Preside in the absence or inability of the President;
2. Monitor Club committee activities;
3. Oversee the Club equipment program;
4. Coordinate an annual equipment inventory;
5. Make recommendations regarding repair or replacement of equipment;
6. Oversee Board-approved paid positions and contracted services;
7. Coordinate player/coaches picture day(s); and
8. Perform other duties assigned by the Board.

The equipment inventory shall include, as appropriate, goals, balls, ball bags, coaches' bags, first-aid supplies, field equipment, and other Club property.

Section 5 – Treasurer

The Treasurer shall be an appointed position of the Board of Directors.

The Board shall appoint the Treasurer based upon the candidate's qualifications, experience, integrity, and ability to responsibly manage Club finances.

The Board may interview a prospective Treasurer and may require appropriate background, financial, or credit checks when permitted by law.

The Treasurer shall:

1. Maintain accurate Club financial records;
2. Maintain Club bank accounts;
3. Make authorized Club disbursements;
4. Process payments approved by the Board;
5. Maintain Club insurance and tax responsibilities;
6. Prepare financial reports for the Board;
7. Assist in preparing the annual budget;
8. Monitor Club income and expenses;
9. Maintain records of financial transactions; and
10. Perform other financial duties assigned by the Board.

Referee Payment Responsibilities

The Treasurer shall:

1. Process referee payments;
2. Maintain records of referee payments;
3. Pay referees according to Board-approved rates and procedures;
4. Receive referee payment information from the President or another Board-authorized individual; and
5. Report referee expenses to the Board as appropriate.

The Treasurer shall not independently establish referee compensation rates. Rates shall be established or approved by the Board.

Section 6 – Secretary

The Secretary shall:

1. Maintain accurate minutes of Board and membership meetings;
2. Maintain official Club records;
3. Assist with community and Travel registration activities;
4. Assist with Club communications;
5. Assist with social media communications;
6. Communicate with local schools and community organizations as directed by the Board; and
7. Coordinate ordering of coaches' shirts based upon information supplied by the Travel & Coaching Coordinator.

Section 7 – Travel & Coaching Coordinator

The Travel & Coaching Coordinator shall:

1. Manage administrative requirements associated with Travel teams;
2. Coordinate participation in outside leagues and governing organizations;
3. Serve as the primary Club contact for Travel coaches;
4. Recruit and confirm coaches for community and Travel teams;
5. Conduct or coordinate coaches' meetings;
6. Communicate Club expectations and procedures to coaches;
7. Verify required coach training and certifications;
8. Verify completion of required background checks;
9. Maintain coach communication;
10. Assist with player, parent, and coach concerns;
11. Coordinate Travel team tryouts;
12. Meet with Travel coaches at the beginning of each season;
13. Work with the Registrar on Travel and off-season programs;
14. Provide the Secretary with information necessary to order coaches' shirts;
15. Coordinate community tournaments;
16. Coordinate tournament logistics;
17. Coordinate trophies and medals for Club tournaments;
18. Work with the President regarding referee requirements for tournaments;
19. Work with the President and Vice President regarding field conditions;
20. Coordinate with the Registrar regarding game schedules;
21. Establish or assist with coaching and Travel committees;
22. Delegate appropriate operational responsibilities to volunteers; and
23. Perform other soccer-related duties assigned by the Board.

Section 8 – Field Coordinator

The Field Coordinator shall be responsible for the overall maintenance, preparation, and operational readiness of fields used by the Club.

The Field Coordinator shall:

1. Coordinate the Club's field-maintenance program;
2. Coordinate field painting, including scheduling, preparation, painting, and maintenance of field markings;
3. Maintain and oversee the Club's field-maintenance and field-marking equipment;
4. Maintain an inventory of field paint, marking supplies, equipment, goals, nets, corner flags, and other field-related supplies;
5. Coordinate the purchase or replenishment of field-maintenance supplies and equipment, subject to Board-approved spending procedures;
6. Coordinate field preparation before and during each season;
7. Coordinate routine field maintenance;
8. Identify field conditions requiring repair, improvement, or outside service;
9. Coordinate volunteers assisting with field painting, preparation, and maintenance;
10. Coordinate with municipalities, schools, parks departments, leagues, and other property owners regarding field availability, maintenance, access, and field conditions;
11. Coordinate preparation and maintenance of fields used for Club tournaments and special events;
12. Report significant field-maintenance needs and anticipated expenses to the Board;
13. Maintain appropriate records of field-maintenance activities and significant repairs; and
14. Perform other field-related duties assigned by the Board.

The Field Coordinator shall have primary responsibility for ensuring that Club fields are appropriately painted, prepared, maintained, and ready for Club activities.

Section 9 – Nominating Committee

The Board may appoint a Nominating Committee to identify qualified candidates for elected Board positions.

Section 10 – Nominations

Nominations for elected Board positions shall be accepted from the floor at the November Election Meeting.

The Board may establish procedures for submitting nominations before the meeting.

Section 11 – Elections

Elected Board positions shall be filled by a simple majority vote of eligible Voting Members participating in the election.

Section 12 – Treasurer Appointment

The Treasurer shall be appointed by a majority vote of the Board of Directors.

The Treasurer does not require a general membership election.

Section 13 – Multiple Offices

No individual shall simultaneously hold more than one elected or appointed Board position.

The Board may temporarily assign additional duties to an existing Board member when necessary to maintain Club operations, but such assignment shall not create a second Board position or additional vote.

Section 14 – Removal

Any Board member may be removed for cause by:

1. A majority vote of the Board, excluding the member whose removal is being considered; or
2. A two-thirds (2/3) vote of Voting Members at a properly called membership meeting.

Written notice of a membership meeting to consider removal shall be provided at least fourteen (14) days before the meeting.

Section 15 – Vacancies

If an elected Board position becomes vacant because of death, resignation, removal, or inability to serve, the Board may appoint a qualified Voting Member to fill the vacancy until the next regularly scheduled election for that position.

A vacancy in the Treasurer position shall be filled by appointment of the Board.

If the Presidency becomes vacant, the Vice President shall assume the duties of President until the Board appoints an interim President or otherwise fills the position according to these By-Laws.

Section 16 – Committees

The Board may establish standing or special committees as needed.

Examples may include:

• Fundraising;
• Community Soccer;
• Travel Soccer;
• Coaching;
• Tournaments;
• Equipment;
• Fields;
• Special Events; and
• Other committees approved by the Board.

At least one Board member shall serve as liaison to each standing committee.

ARTICLE VIII – CONTRACTS AND SERVICES

Section 1 – Board Approval

No individual Board member or Club member may enter into a contract or otherwise legally bind LSC without prior authorization from the Board of Directors.

Section 2 – Authorized Signatures

The Board may authorize the President, Vice President, Treasurer, or other designated individual to execute contracts or agreements on behalf of LSC.

Section 3 – Contracts With Board Members or Related Parties

Before entering into a contract or arrangement with an entity in which a Board member, officer, or immediate family member has a direct or indirect financial interest, the Board shall:

1. Require disclosure of the interest;
2. Review the proposed transaction;
3. Determine whether the transaction is in the best interests of LSC; and
4. Document the decision in the meeting minutes.

An interested Board member shall not vote on the transaction.

Section 4 – Contractors and Paid Services

The Board may authorize paid employees, contractors, trainers, field maintenance personnel, social media personnel, coaches, or other service providers as necessary to operate the Club.

The Board shall establish compensation, responsibilities, and performance expectations for such positions.

ARTICLE IX – CONFLICT OF INTEREST

Section 1 – Definition

A conflict of interest exists when a Board member, officer, committee member, employee, volunteer, or other person acting on behalf of LSC has a direct or indirect financial, personal, professional, or family interest that could reasonably affect that person's ability to act solely in the best interests of the Club.

Section 2 – Disclosure

Any person with an actual or potential conflict of interest shall disclose the conflict to the Board before the matter is discussed or voted upon.

Section 3 – Abstention

A person with a material conflict of interest shall not participate in the Board's decision unless participation is permitted by applicable law and the Board determines that participation is appropriate.

The Board may require the individual to leave the meeting during discussion or voting.

Section 4 – Documentation

Conflicts of interest and any resulting abstentions shall be recorded in the meeting minutes.

Section 5 – Competitive Interests

No Board member or Club officer shall use confidential Club information, Club resources, or Club authority for personal financial gain or to unfairly benefit another organization or business.

ARTICLE X – COMPENSATION AND REIMBURSEMENT

Section 1 – Board Compensation

Board members shall not receive a salary solely for serving on the Board.

Section 2 – Expense Reimbursement

Board members and authorized volunteers may be reimbursed for reasonable and necessary expenses incurred on behalf of LSC when:

1. The expense is related to authorized Club business; and
2. Appropriate documentation is provided.

The Board may establish reimbursement procedures and limits.

Section 3 – Paid Services

A Board member may provide paid services to LSC only when:

1. The arrangement is approved in advance by disinterested Board members;
2. The compensation is reasonable;
3. The conflict of interest is disclosed; and
4. The arrangement complies with applicable law and Club policies.

The interested Board member shall not vote on the arrangement.

ARTICLE XI – CORPORATE POWERS AND FINANCIAL MANAGEMENT

Section 1 – Corporate Powers

All corporate powers of Louisville Soccer Club, except those reserved by law or these By-Laws to the membership, shall be vested in the Board of Directors.

Section 2 – Financial Accounts

Club funds shall be maintained in financial institutions approved by the Board.

Section 3 – Expenditures

Club expenditures shall be made in accordance with the approved budget or otherwise approved by the Board.

The Board may establish spending limits and approval procedures by policy.

Section 4 – Financial Controls

The Board shall maintain reasonable financial controls, including appropriate separation of financial approval, payment, and recordkeeping responsibilities.

No individual shall approve a payment to themselves without approval from disinterested Board members.

Section 5 – Annual Budget

The Treasurer shall assist the Board in preparing an annual budget.

The Board shall review and approve the budget.

Section 6 – Financial Reporting

The Treasurer shall provide financial reports to the Board at reasonable intervals.

The Board may require additional reports or financial reviews when appropriate.

Section 7 – Records

Financial records shall be maintained in accordance with applicable law and Club policy.

Section 8 – Audit or Review

The Board may require an independent financial review, audit, or examination of Club financial records when appropriate or required by law.

ARTICLE XII – BY-LAWS AND BOARD POLICIES

Section 1 – Authority to Adopt Policies

The Board of Directors may adopt policies, procedures, rules, and operating guidelines necessary to conduct the business and programs of LSC.

Such policies shall not conflict with:

1. This Constitution & By-Laws;
2. The Articles of Incorporation;
3. Applicable law; or
4. Requirements of governing soccer organizations.

Section 2 – Operating Policies

The Board may establish written policies regarding matters including, but not limited to:

• Registration;
• Financial aid;
• Refunds;
• Player conduct;
• Parent conduct;
• Coach requirements;
• Background checks;
• Referee procedures;
• Weather and field closures;
• Tournament procedures;
• Equipment;
• Social media;
• Fundraising;
• Financial controls;
• Conflicts of interest; and
• Volunteer responsibilities.

Section 3 – Emergency Policies

When immediate action is necessary to protect the safety, property, finances, or legal interests of the Club, the President may implement a temporary emergency policy.

The Board shall review the policy as soon as reasonably possible.

Section 4 – Membership Approval

The Board may submit significant policy changes to the membership for advisory or approval purposes when the Board determines such action is appropriate.

Section 5 – Prior Bylaws

Upon adoption of this Amended and Restated Constitution & By-Laws, all previous bylaws and amendments shall be superseded to the extent they are inconsistent with this document.

ARTICLE XIII – LIABILITY AND INDEMNIFICATION

Section 1 – General Liability

To the extent permitted by Ohio law, no Board member, officer, committee member, or authorized volunteer shall be personally liable for an act performed in good faith on behalf of LSC solely by reason of serving in such capacity.

Section 2 – Limitations

Nothing in this Article shall protect any individual from liability resulting from:

1. Fraud;
2. Willful misconduct;
3. Criminal conduct;
4. Knowing violation of law;
5. Gross negligence; or
6. Other conduct for which personal liability cannot legally be waived.

Section 3 – Indemnification

To the extent permitted by Ohio law, LSC may indemnify its directors, officers, committee members, employees, and authorized volunteers for reasonable expenses and liabilities incurred while acting in good faith on behalf of the Club.

The Board may establish an indemnification policy consistent with applicable law.

Section 4 – Insurance

The Board shall maintain appropriate insurance coverage for the Club and its activities as reasonably determined by the Board.

ARTICLE XIV – NONDISCRIMINATION AND MEMBER CONDUCT

Section 1 – Nondiscrimination

Louisville Soccer Club shall not discriminate against any eligible member, player, coach, referee, volunteer, independent contractor, or applicant on the basis of race, color, religion, national origin, sex, age, disability, or other status protected by applicable law.

Section 2 – Equal Opportunity

The Club shall seek to provide reasonable and equitable opportunities for participation in its programs consistent with the nature and requirements of each program.

Section 3 – Sportsmanship and Conduct

All players, parents, coaches, referees, volunteers, Board members, and other participants shall be expected to conduct themselves in a manner consistent with:

• Good sportsmanship;
• Respect;
• Safety;
• Fair play;
• Appropriate treatment of officials;
• Appropriate treatment of opposing teams; and
• The reputation and mission of Louisville Soccer Club.

Section 4 – Conduct Policies

The Board may establish separate codes of conduct and disciplinary policies governing players, parents, coaches, referees, volunteers, and spectators.

Section 5 – Discipline

The Club may take appropriate disciplinary action against members or participants who violate Club policies or applicable governing-organization rules.

Disciplinary action may include:

1. Verbal or written warning;
2. Removal from an activity;
3. Suspension;
4. Loss of Club privileges;
5. Removal from a volunteer or coaching position; or
6. Termination of Club membership.

The Board shall establish appropriate procedures for serious disciplinary matters.

ARTICLE XV – AMENDMENTS AND EFFECTIVE DATE

Section 1 – Amendments

This Constitution & By-Laws may be amended by a two-thirds (2/3) vote of the Voting Members participating in a properly called membership meeting, provided that the proposed amendment or complete revised document has been made available to the membership at least twenty-eight (28) days before the meeting.

Section 2 – Proposed Amendments

Proposed amendments may be submitted by:

1. The Board of Directors; or
2. A written petition signed by at least ten (10) Members.

The Board shall review proposed amendments before they are presented to the membership.

Section 3 – Notice

Notice of a proposed amendment shall identify the section being amended and shall provide the proposed language or a complete copy of the proposed amended document.

Section 4 – Complete Revision

A complete revision of this Constitution & By-Laws may be presented to the membership for adoption in place of the existing document.

The complete revision shall be made available online or in written form upon request at least twenty-eight (28) days before the meeting at which it will be considered.

Section 5 – Effective Date

This Amended and Restated Constitution & By-Laws shall become effective immediately upon approval by a two-thirds (2/3) vote of the Voting Members participating in the meeting, unless the adopting resolution specifies a later effective date.

Section 6 – Superseding Effect

Upon its effective date, this document shall supersede all previous versions of the Louisville Soccer Club Constitution & By-Laws.

 

Louisville Soccer Club, Louisville, Ohio