Article 1. Name and Purpose
Section 1.01 Name. The name of the Corporation is ONE WORLD SOCCER OF TEXAS. LLC
Section 1.02 Purpose. The organization is organized and operated for the charitable and educational purposes of teaching of good sportsmanship, the educating of youth participants and adult sponsors in the fundamentals of soccer and the promotion of soccer through sponsorship of regularly scheduled youth soccer competitions, and conduct other educational activities that shall be deemed appropriate to the promotion of youth soccer activities.
Article II. Affiliation
Section 2.01 OWS shall affiliate with either the Capital Area Youth Soccer Association, hereinafter “CAYSA”, the South Texas Youth Soccer Association, hereinafter “STYSA” and the United States Youth Soccer, hereinafter “USYS” or U.S. Club Soccer, hereinafter “US CLUB” and shall comply with the requirements of membership for those organizations.
Article III. Seasonal and Fiscal Year
Section 3.01 The “Seasonal Year” shall be the same as CAYSA (August 1 through July 31) or US Club (none mandated) depending on affiliation decided by the Board of Directors. The “Fiscal Year” shall be June 1 to May 31.
Article IV. Membership
Section 4.01 Qualification The members of the corporation are each registered player, or the player’s representative on an One World Soccer team DBA as the Barca Academy Austin, and the Board of Directors which may or may not include Advisors to the Board, Ex-officio Board of Directors and or the tilted position Emeritus Member of the Board. Special Note: The Board of Directors or general membership may add any subject matter expert (Advisors to the Board) to the organization without current affiliations for just cause by a general meeting vote or Board of Directors’s vote. Any person(s) for nonprofit membership consideration that are not current members by a player that have a direct relationship and or agreements to the club through a third party affiliation is not eligible for membership of the nonprofit organization, i.e. a person that works with One World Soccer DBA Barca Acdemy Austin in any third party organization or manner outside the nonprofit can not be a considered for membership and is not eligible.
Section 4.02 Rights and Responsibilities The members shall have the right and responsibility to attend meetings and events sponsored by the organization, serve on committees and be nominated and elected to office if qualified for the position. Voting members shall have the right to vote for the qualified voting officers during election special meetings.
Section 4.03 Quorum The members present at any membership meeting of the organization, provided at least sixty-four (64) members or (more than 3 soccer teams) of the membership present, shall constitute a quorum for the transaction of business. In the absence of a quorum, the membership may not take action. In that event, any matter brought before the membership at a meeting at which a quorum is not present shall be discussed and decided by the Board of Directors.
Section 4.04 Meetings There shall be at least two (2) general meetings of the membership, one per year and one special election session at which the Board of Directors members are elected every 3 years during the fall season. Note: Such additional business or special meetings may be held alone or in conjunction with an event sponsored by the organization as is determined by the Board of Directors or at the request of sixty-four (64) or more members in writing to the Board of Directors. All Meetings are subject to change during the course of the year and can be canceled by the Board of Directors by majority vote for just cause.
Article V. Board of Directors
Section 5.01 Management The Board of Directors is responsible for the management of One World Soccer. Executive Board of Directors will manage the general responsibilities of the Board include:
- Selecting non voting individual members of the Board of Directors to assume specific management positions and responsibilities as set forth in these Bylaws;
- Interpreting and enforcing One World Soccer’s Bylaws, Rules, and decisions of the Board of Directors;
- Establishing all fees and charges;
- Establishing and administering all Membership Rules;
- Resolving all membership disputes, protests, and appeals except when One World Soccer’s authority to do so is preempted by CAYSA, STYSA, WDDOA, or US Soccer, or other organization;
- Adopting a budget and approving all expenditures;
- Managing all paid employees and contractors;
- Growing the nonprofit organization membership;
- Expanding the players competition and community opportunities;
- Carrying out all other duties and responsibilities as specified in these Bylaws;
Section 5.02 Number of Directors The number of voting Directors is nine (9). The total number of voting Director votes is 10. The number of Directors may be increased or decreased by a vote of the members of the Board. The voting status must be decided for any new board position at the time of the vote.
Section 5.03 Term The term of office for Board Member position is three (3) years, commencing in the fiscal election year. The Fall season in October managed through November and ended on November 1. Terms will be staggered and maybe extended or shortened to ensure continuity of programs, experience of members, etc. There must be an overlap from the elected voting officers from the old officers to the new officers unless an officer is re-elected. Old officers will remain as advisors to the board of Directors for a period of no less 3 months to a maximum of 8 months and may be asked to remain as advisor to the board for a specific term by a majority board vote after the maximum period is reached, any and all board advisors are part-time board members with a combined single vote of the board.
Section 5.03 – 1 Term amendment As of 2021 A sitting board member can step down from their position.
Section 5.04 Election Elections for the Board of Directors of fiscal election year shall be held during a special election meeting. Each registered player shall have one vote in elections for the Board. Each registered player and family must be in Good Standing with One World Soccer DBA Barca Academy Austin in order to vote in any election. The One World Soccer (OWS) DBA Barca Academy Austin (BAA) coaches are allowed one combined membership vote. The One World Board Advisors are allowed one combined membership vote.
Applicants or nominations for the open Board position will be accepted during a one week period of the fiscal election year and applicants and nominations will be reviewed for the open candidacy and selected and determined by the Board based on the position requirements and their qualification. Three candidates or less will be chosen for each open Board Position(s) for general membership voting.
Election procedures will be managed by separate election policy which will be ratified by the Governing Board of Directors.
Minimum requirements for the election policy include:
- Communication of the open positions to the general membership for application process
- Balloting Process
- Counting Process
- Ratification Process
- Posting and Communication Process
- Contest of Election Process
Section 5.05 Removal Any director may be removed from the Board with just cause to be presented to the highest ranking unaffected Board member(s) for just cause determination, and removal proceedings must be by a majority vote of the entire club membership or 51% of the all the club membership must attend a special membership meeting to vote on a removal of a board member. In the event of death, resignation or removal of a director, his successors shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.
Section 5.06 Compensation Board of Directors members shall serve without compensation with the exception that expenses incurred in the furtherance of the organization’s business are allowed to be reimbursed with documentation in accordance with the organization’s financial policies, and prior approval. If the nonprofit grows and expands a board review of section 5.06 can be reviewed.
Article VI. Meeting of Directors
Section 6.01 Regular Meetings. The regular meetings shall be tentatively scheduled during the last meeting of the governing year for the subsequent governing year or as deemed appropriate by the Board of Directors. The Board of Directors shall meet to prepare for general membership meetings and to conduct the affairs of the organization. A regular meeting schedule shall be posted on the website. All meetings shall be conducted in accordance with Robert’s Rules of Order, latest edition.
Section 6.02 Special Meetings. Special meetings may be held at the discretion of the President at a time and place appointed by the President.
Section 6.03 Place of Meetings. The President may designate any place as the place for any regular or special meeting.
Section 6.04 Quorum. A quorum of the Board of Directors for the conduct of business shall be a simple majority of the Board of Directors.
Section 6.05 Vacancy. In the event any office becomes vacant, a successor shall be elected by a simple majority vote of the Board of Directors in attendance at any duly constituted meeting.
Section 6.06 Notice. Notice shall have been accomplished when the President or Secretary or his/her designate places with the U. S. Postal Service a properly addressed, with sufficient postage written notice to each Board of Directors member or via e-mail. Unless specifically stated otherwise, all meetings shall require five (5) days written notice.
Section 6.07 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors (including amendment of these Bylaws) or of any committee may be taken without a meeting if all the members of the Board or committee consent in writing via e-mail or letter to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board or of the committee as the case may be.
Section 6.08 Participation in Meeting by Conference Telephone. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as members participating in such meeting can hear one another.
Article VII. Officers and Their Elections
Section 7.01 Officers Voting positions shall be elected by the Voting Membership. Non-Voting positions shall be appointed by the Governing Board Officers and maybe subject to different terms as the business needs dictate. The term for voting positions commences on an odd or even year and will rotate on the following 3 year term end year, as defined by the following schedule:
President (votes in the event of a Board of Director or General Membership tie) Even Year Term 2022-2025
Vice President (voting) Odd Year Term 2021-2024
Treasurer (voting) Even Year Term 2022-2025
Secretary (voting) Odd Year Term 2021-2024
Pre-Academy (non voting) Odd Year
Academy Commissioner (voting) Even Year Term 2022-2025
Boys Select Commissioner (voting) Odd Year Term 2021-2024
Girls Select Commissioner (voting) Odd Year Term 2021-2024
Communications and Technology Commissioner (voting) Odd Year Term 2021-2024
South Austin General Commissioner (voting) Odd Year Term 2021-2024
Emeritus Board of Directors (voting) NoTerm – Awarded Title
Ex-officio positions or Advisors to the Board (non voting) All Year
Referee League Representative (non voting) Odd Year
Tournament Commissioner and Master of Ceremonies (non voting) Even Year
To ensure that the staggered terms of directors as set forth in the table above are properly implemented, the initial term of office in 2021 for a Director position designated to commence on an odd year and end in an even year, it will be the term of 3 years, commencing in the month of November, 2021 and ending on November 1, 2024 to term rotation to an even year. The initial term of office for 2022 for a Director position designated to commence on an even year and end in an odd year, commencing in the month November, 2022 and ending on November 1, 2025 to term rotation to an even year. (new 3 year terms to be update accordingly)
Any Governing Board Officer may hold a maximum of one (1) voting/elected position and a maximum of two (2) non-voting/appointed positions on the board to be decided by the board President.
Section 7.02 Term Officers shall serve a three year term.
Section 7.02 -1 Term Amendment An Officer’s term can be suspended for just cause or special circumstances (i.e. Pandemic, Financial instability or to dissolve the nonprofit) to be determined by and voted by the Board of Directors.
Section 7.03 Attendance Any Officer who is absent three (3) consecutive Board of Directors meetings without reasonable excuse may have his/her position declared vacant by the Board of Directors with a simple majority vote. Declaring an officer’s position vacant shall not be considered as “Removal” under the Bylaws.
Section 7.04 Removal Except for a vacancy for non-attendance, a two thirds (2/3) majority vote of the Board of Directors in attendance at any duly constituted meeting for just cause (just cause -violation of the law or bylaws, dereliction of duties or chain of command ect.) shall be required to remove any officer.
Section 7.05 Vacancies A vacancy occurring in any office shall be filled for the unexpired term by a person elected by a majority vote of the remaining members of the Board of Directors, in the case of a voting tie the Board President can appoint an existing board member to a new position and or appoint a new board member to the vacancy.
Article VIII. Duties of Officers
Section 8.01 President The President shall be the principal executive officer of the organization and assign controls of the Board of Directors, shall, in general, supervise and control all of the activities of the organization. The President shall have the following duties and responsibilities:
(a) Shall be a member of the Board of Directors and, when present, shall preside at all meetings of the Board of Directors and all meetings of the membership;
(b) Shall vote only in the case of a tie in a vote of the Board of Directors or the membership;
(c) Shall select and appoint the chairpersons of all Standing and Special Committees and shall be an Ex-officio member of all committees of the organization;
(d) Shall handle all public relations in the best interest of the organization;
(e) Shall have the right to designate individual(s) to carry out any of his/her listed duties and responsibilities;
(f) Shall appoint responsibilities and create all duties of the Board of Directors;
(g) May change the appointment of the (no more than) 4 executive members of the Board of Directors if there is a business need;
(h) Shall served the position as a full time Nonprofit Board of Director and use previous Board of Director experience to guide their decisions;
(h) Shall have extensive leadership, management and volunteer experience, to implement, suggest and create club policies, must have a commitment to excellence and integrity;
(i) Ensuring the organization’s activities are compliant and in furtherance of its mission. Leading all areas of the club, managing, and developing the organization’s employees, volunteers, and organizational culture. Developing, implementing, monitoring, and assessing the organization’s programs (including their impact)
Section 8.02 Vice-President(s) The Vice-President shall be a member of the Board of Directors and, in the absence of the President, shall perform the duties of the President. The Vice-President shall perform such other duties as are assigned by the President or the Board of Directors.
(a) The Vice-President shall be the vice principal executive officer of the organization under the President and audit controls of the Board of Directors, shall in general supervise and control all of the activities of the organization;
(b) Shall preside as the speaker at all meetings of the Board of Directors and all meetings of the membership;
(c) Perform all duties incident to the office of Vice-President and the posted position requirement, and such other duties as may be assigned by the President;
(d) May appoint other individuals or committees to assist in carrying out his/her duties and responsibilities;
(e) Shall serve the position as a full time Board of Director officer, must use their extensive leadership and management experience to implement and drive club policies, and must have a commitment to excellence and integrity;
(f) Ensuring the organization’s activities are compliant and in furtherance of its mission. Leading most areas of the club, managing and developing the organization’s employees, volunteers, and organizational culture. Developing, implementing, monitoring, and assessing the organization’s programs (including their impact)
Section 8.03 Secretary The Secretary may be a member of the Board of Directors and shall have the following duties and responsibilities:
(a) Shall keep the minutes of all meetings of the membership and the Board of Directors and provide minutes of meetings to the Board of Directors in a timely manner;
(b) Shall see that all notices are duly given in accordance with these Bylaws;
(c) May appoint other individuals or committees to assist in carrying out his/her duties and responsibilities;
(d) Perform all duties incident to the office of Secretary and the posted position requirement and such other duties as may be assigned by the President or the Board of Directors;
(h) Shall served on nonprofit organization as a full time volunteer committee chair and have had previous board of director experience to fulfill all the duties of the secretary position, or extensive experience in task management,
(h) Shall adhere and perform to requirements club policies and the posted position, must have a commitment to excellence and integrity;
(e) Ensuring the organization’s activities are compliant and in furtherance of its mission. Leading in internal and external tasking of the business, managing, and developing the organization’s employees, volunteers, and organizational culture. Developing, implementing, monitoring, and assessing the organization’s programs (including their impact);
Section 8.04 Treasurer The Treasurer may be a member of the Board of Directors and shall have the following duties and responsibilities:
(a) The treasurer shall be the 3rd executive officer of the organization under the President and Vice President of the Board of Directors, shall in general supervise and control all of the financial details of the organization;
(b) Shall collect all dues and fees owed; control all monies; and cause to be maintained detailed records of income and expenditures;
(c) Shall prepare and submit a financial report of income, expenditures, current assets and liabilities to the Board of Directors at each regular meeting and special meetings;
(d) Shall pay all bills properly passed upon and approved by the President and Vice President;
(e) Shall assist the Vice President in the preparation of the annual budget;
(f) Shall prepare or work with the President, Vice President and Director of Coaching to contract for the preparation of all required Texas documents, including sales and franchise tax returns, and Internal Revenue Service documents, including payroll tax returns, and annual return for an exempt organization, Form 990.
(g) Shall, along with the President, Vice-President and or the Communications and Technology Commissioner, assume responsibility for all insurance matters, including but not limited to informing the Board of Directors about insurance coverage, handling claims (including follow-up) and dealing with any insurance problems that might arise.
(h) May appoint other individuals or committees to assist in carrying out his/her duties and responsibilities:
(i) Perform all duties incident to the office of Treasurer and the posted position requirement as a full time volunteer and such other duties as may be assigned by the President or the Board of Directors, must have a commitment to excellence and integrity and lead by example;
(j) Ensuring the organization’s activities are compliant and in furtherance of its mission. Leading in the financial matters, managing, and developing the organization’s employees, volunteers, and organizational culture. Developing, implementing, monitoring, and assessing the organization’s programs (including their impact)
Section 8.05 Communications and Technology Officer The Communications and Technology Officer may be a member of the Board of Directors and shall have the following duties and responsibilities:
(a) The Communications and Technology Officer shall be the 4th executive officer of the organization under the President and Vice President of the Board of Directors, shall in general supervise and control all of the communications and technology details of the nonprofit organization;
(a) Shall be present for meetings of the membership and the Board of Directors and provide technical communication, social media response, and timely web updates accordingly;
(b) Shall follow up that all notices are duly given in accordance with these Bylaws;
(c) May appoint other individuals or committees to assist in carrying out his/her duties and responsibilities;
(d) Shall serve on nonprofit organization as a full time volunteer committee chair and have had previous board of director experience to fulfill all the duties of the Communications and Technology Officer position;
(e) Perform all duties incident to the office of Communications and Technology Officer and the posted position requirements and such other duties as may be assigned by the President or the Board of Directors; must have a commitment to excellence and integrity;
(f) Ensuring the organization’s activities are compliant and in furtherance of its mission. Leading in communication and technology, managing, and developing the organization’s employees, volunteers, and organizational culture. Developing, implementing, monitoring, and assessing the organization’s programs (including their impact)
Article IX. Executive Director of Coaching and Voting Commissioners
Section 9.01 Appointment and qualifications. The Board of Directors will appoint an qualified Executive Director of Coaching by a simple majority vote to officially represent One World Soccer (OWS) DBA Barça Academy Austin (BAA) in any and all competition platforms. Some Commissioners are Voting Members of the Board and have different responsibilities designated by the president of the Board Directors which will work and support the Executive Director of Coaching and any and all administration that is needed as representatives of OWS/BAA.
Section 9.02 Removal. The Board of Directors may remove the Executive Director of Coaching by simple majority vote for just cause.
Section 9.03 Powers and duties. Shall manage the day-to-day operations appointed by the President of the Board, including:
(a) Commissioner Office only – Implement and execute the general policies established by the Board of Directors
(b) Both Commissioner Office and Executive Director of Coaching – See that all Federation membership rules, policies and regulations are effectively enforced.
(c) Executive Director of Coaching only- Appoint, suspend, or remove support staff (scheduler, register and referee assignor or any other support staff needed) and contractors in accordance with the established policies and procedures, except as otherwise provided in these bylaws. Note if the Executive Director of Coaching is unable to execute these duties then the President or Executive Board Members will complete the required actions.
(d) Commissioner Office only – Attend all Board of Directors meetings, as required.
(e) Commissioner Office only – with the Treasurer, prepare the annual budget and submit it to the Board of Directors and be responsible for administration of the budget after its adoption. Prepare and submit a complete report on the finances and administrative activity for the preceding year. Keep the Board of Directors informed regarding the financial condition and future needs; and make financial recommendations.
(f) Both Commissioner Office and Executive Director of Coaching – If authorized by the Board of Directors, sign any contract, conveyance or other document.
(g) Commissioner only – Perform other duties as may be required by the Board of Directors.
(h) Both Commissioner and Director of Coaching – Follow state and local law requirements, as well as direction and criteria of the position set forth by the Executive officers of the Board.
(i) Both Commissioner and Director of Coaching – Ensure all soccer federations membership requirements and compliance i.e. Covid-19 communication, insurance etc.
(j) Commissioner only – must lead with integrity, review Risk Management protocol in the organization, manage and communicate well with all volunteers and establish consistent communication reporting structures to the Board of Directors.
Article X. Finances
Section 10.01 Budget The Board of Directors shall annually approve a budget of anticipated revenue and expenses for the year prior to the beginning of the fall season of the year. This budget shall be used to guide the activities of the organization during the year, including serving as approval for anticipated expenditures. Any substantial deviation from the budget must be approved in advance by the Board of Directors.
Section 10.02 Obligations The Executive Board of Directors may authorize any Executive Officer or the Executive Director of Coaching to enter into contracts or agreements, it may be for the purchase of materials, services, management of the operations on behalf of the organization.
Section 10.03 Loans No loans shall be made by the organization to its officers or members.
Section 10.04 Checks All checks, drafts, or other orders for the payment of money on behalf of the organization shall be signed by the Treasurer or by any other person as authorized in writing by the Board of Directors, except that checks of $2,000 or more must have the approval of the President or the Vice President. All credit card purchases must be authorized by an Executive Board Member.
Section 10.05 Banking The Treasurer or an appointed Executive Member of the Board shall deposit all funds of the organization to the credit of the organization in such banks, trust companies or other depositories as the Board of Directors may select and shall make such disbursements as authorized by the Board of Directors in accordance with the approved budget. All deposits and/or disbursements shall be made as soon as practicable upon receipt of the funds and/or orders of payment.
Section 10.06 Financial controls The organization shall adopt appropriate financial controls to ensure the integrity of its funds. Specifically, without limitation, the organization shall maintain separation of financial controls so that, minimally:
(a) All expenses must be approved by the Board of Directors by way of approval of an annual budget, or amendments thereto, or be approved by separate resolution of the Board of Directors;
(b) Checks exceeding $2,000 must be approved by the President or the Vice President;
(c) Another person without check signing authority designated by the Board shall review all bank statements;
(d) A board member committee of at least two (2) persons without check signing authority shall annually audit all corporate finances, or the Board may hire and supervise an outside accountant or auditing firm to conduct a review of corporate financial records.
Section 10.07 Financial Report The Treasurer shall present a financial report at each Board of Directors meeting of the organization and shall prepare a final report at the close of the year in accordance with the organization’s financial policies. The Board of Directors shall have the report and the accounts examined annually per Section 10.06(d).
Section 10.08 Record retention All records of the organization shall be maintained and destroyed in accordance with law, and standard record retention guidelines.
Article XI. Conflicts of Interest
Section 11.01 Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 11.02 Definitions
Section 11.02.01 Interested Person
Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
Section 11.02.02 Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
- An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
- A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Section 11.03.02 a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 11.03 Procedures
Section 11.03.01 Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
Section 11.03.02 Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest you.
Section 11.03.03 Procedures for Addressing the Conflict of Interest
An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
- The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
- After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
- If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
Section 11.03.04 Violations of the Conflicts of Interest Policy
If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
- If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 11.04 Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
- The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
- The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 11.05 Compensation
- A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
- A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
- No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section 11.06 Annual Statements
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
- Has received a copy of the conflicts of interest policy,
- Has read and understands the policy,
- Has agreed to comply with the policy, and
- Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 11.07 Periodic Reviews
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
- Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
- Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Section 11.08 Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors or board advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
Section 11.09 Board Advisors
Previous officers of the Board of Directors are eligible to be Board Advisors and can be appointed by an Executive Board Member after an election vote meeting to ensure transition and consistency. A Board Advisor can be a member of the nonprofit organization appointed and approved by the president, or Board of Directors majority vote. Term for the board Advisor is a maximum of 1 year but can be approved by the Board of Directors for an extension if warranted. Board Advisors are allowed one group vote as a member but can not vote in board meetings.
Section 11.10 Emeritus Board of Directors
Emeritus Board of Directors is defined as a specific person retired from working professionally for One World Soccer but permitted to retain as an honorary title the rank of the board officer, a position held on the Board of Directors. The founder of the nonprofit organization and creator of One World Soccer has the right to be a board member should he be available anytime as titled Emeritus Board of Directors. This right is only reserved in the case that the founder is not employed or contracted by the nonprofit organization or any of its affiliates. There is no term for this position on the Board of Directors and may step down or away from the nonprofit organization at leisure. Emeritus Board of Directors position is subject to all the rules and regulations of the nonprofit organization.
Section 11.11 Ex officio Board of Directors
Ex officio board members are not necessarily elected or appointed but can be a 3 year term Executive Board Member (usually the President of the Board), rather they agree to serve in a position because the organization needs their expertise or influence in that position, term to be decided by the Board of Directors maximum 1 year term if not elected by the membership. Note: Ex officio board members can not have a vote on the board unless they are an elected representative of the Board of Directors by the general membership for a 3 year term.
Section 11.11 Team Coaches
Team coaches are employees or contract workers for the nonprofit organization. However they are still part of the nonprofit organization and are allowed one combined total vote during year’s election period. A Team Coach may also meet with the Board of Directors at any time by notice request.
Article XII. Indemnification
Every member of the Board of Directors, officer or employee of the Corporation may be indemnified by the corporation against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board, officer, or employee of the corporation, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties.
Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the corporation. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Board, officer or employee is entitled.
Article XIII. AMENDMENTS
These bylaws may be amended at any regular or special meeting of the Board of Directors by a majority vote of the Board members present, provided that at least ten (10) days notice of the proposed amendments has been made to the Board, or alternatively the Board waives the required notice. Alternatively, these bylaws may be amended by email notification and email voting response by a majority vote of all voting Board members.
Article XIV. Dissolution
In the event that OWS ceases to function or dissolves and after paying or making the provision for payment of all just liabilities, the Board of Directors shall transfer all of the net assets to a selected organization organized and operated exclusively for charitable purposes which shall, at the time, qualify as exempt organizations under section 501(c)(3), or shall be distributed to the federal government, or to a state or local government, for a public purpose.