I. PURPOSE:

  

The Saline Area Soccer Association (referenced in this document as Saline FC), has as its  purpose the following: 

To act exclusively for educational purposes as described in Section 501(c)(3) of the  Internal Revenue code; to teach the game of soccer and good sportsmanship to youths  under the age of 19 within the Saline and surrounding area School Districts. To provide  encouragement and consideration to Saline and adjacent communities; to offer a program  that provides opportunity for young people to learn and play the game of soccer. To  manage and conduct excursions and social meetings as well as organized team play within  and without Michigan; to encourage inclusivity, fitness, work ethic and more through  soccer while promoting camaraderie between the youth. Specifically, the recreation and  travel leagues will be governed by their respective general guidelines stated in Section  XVII. 

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II. MEMBERSHIP: 

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a) Membership in this league shall be by player and coach registration. Each family  having a registered player or players during the seasonal year shall have and be limited to  one (1) vote at the General Voting Meeting (GVM). Each coach (head and assistant) shall  have one (1) vote, with that vote applying to the family vote if appropriate. The elected  directors, as defined in Sections IV and V.A., are also considered members, and shall have  one (1) vote, with that vote applying to the family vote if appropriate. Under no  circumstances shall any individual have more than one (1) vote. 

           i) The Board of Directors will establish the procedures, rules and fees required for  league players, for ratification at the GVM, special meetings or at regular Board  meetings, as the case may be. 

          ii) All members shall abide by the Bylaws as set forth by the Board of Directors, and  all applicable rules and regulations of the Michigan State Youth Soccer Association  (MSYSA) with which Saline FC is affiliated, and the applicable rules and  regulations of any other league with which Saline FC is affiliated.  

         iii) Saline FC and its members shall provide an equal opportunity to all soccer 

players, coaches, trainers, managers, administrators and officials, without  discrimination on the basis of race, color, religion, age, sex or national origin to  participate. 

b) Members in good standing have the power to nominate directors of Saline FC at the  GVM of the members; recommend removal of any director for good cause at a regular or  special meeting of the members; and propose amendments to the Bylaws.  

c) Membership in Saline FC and all incidental rights shall be terminated by any of the  following:  

          i) Written resignation or non-registration (as a player during the entire seasonal  year).  

         ii) Death of a member  

        iii) Failure or refusal by any adult Saline FC volunteer or Saline FC employee to  register with MSYSA Risk Management program              and complete all required  certifications. 

        iv) Expulsion following a hearing before the Board for violation of or failure to  comply with any Bylaws, MSYSA rule or FIFA Law                 of the Game providing that no  less than (7) days written notice of the hearing is given to the member and the  member is                     expelled by at least a majority of the Board.  

d) A member may be suspended following a hearing upon seven (7) days written notice,  for actions including conduct prejudicial to the best interest of Saline FC, for a period not  to exceed two (2) years. A person suspended shall have no vote, shall not participate in any  meetings, serve on any Saline FC committees, act as a coach, or have any position in  Saline FC. During a suspension period or after termination of any member, the Board shall  approve a substitute for the affected team if appropriate. 

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III. GOVERNING AUTHORITY: 

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a) Saline FC shall be governed by its Bylaws except when these are superseded by the  MSYSA or the United States Soccer Federation (USSF), unless voted on by a majority of  the Board for the best interest of Saline FC. The governing authority of Saline FC is vested  with its Directors, as described below.  

b) The Board of Directors (the “Board”), shall be composed of the officers as defined in  Section IV, and other positions as required by the Board. In no event will the Board exceed  thirteen (13) persons, elected as described in the section. Recreational League Division  Managers will be appointed by the Director of Recreation and approved by elected board  members. No board member (elected or appointed) shall have more than one (1) vote at  any meeting. 

c) One-half of the elected members of the Board shall be elected during even years at the  General Voting Meeting (GVM) by the general membership. The other half shall be  elected during odd years at the GVM by the general membership.  

d) Positions on the Board shall be determined by the Board at the first meeting following  the GVM. Any elected member of the Board that is unable to attend the scheduled Board  meetings shall notify the President or Secretary of their planned absence. Appointed Board  Members are not required to attend meetings. Three (3) consecutive unexcused absences  (as determined by the President, or in the President’s absence, by the Board) of an elected  board member constitutes an implied resignation of the position by that member, and a  vacancy shall be declared and filled. Vacancies which may occur shall be filled by the  Board as necessary. The Board shall meet a minimum of five (5) times per year, with  additional meetings as the Board, in its discretion, believes appropriate. 

e) The Board shall have control and management responsibilities of the affairs and  business of Saline FC. It shall only act in the name of Saline FC when it is properly  convened. The Board shall adopt rules governing the operation and play of teams, and the  rules may be amended by a majority of all of the Board. The Board may adopt procedures  concerning its governance and the operation of Saline FC.  

f) A regular meeting of the Board shall be held within four (4) weeks of the GVM. A  majority of all elected Board members shall constitute a quorum. The Board may provide  for the time and place for holding additional regular meetings of the Board without other  notice. 

g) Special meetings may be called by the President or by the President at the request of  three other directors. A majority of elected Board members shall constitute a quorum.  Notice of any special meeting shall be given at least one (1) day prior to the meeting,  either in person, by telephone or other electronic means. 

h) Attendance of a director at a Board meeting constitutes waiver of notice of the meeting,  except when a director attends a meeting for the express purpose of objecting to the  transaction of any business because the meeting is not lawfully called or convened. The  business of any Board meeting need not be specified in the meeting notice or waiver of  notice. 

i) A majority of the elected Board members constitutes a quorum for transacting business.  If less than a majority of the elected directors are present at any meeting, a majority of the  directors present may adjourn the meeting and reschedule without further notice. The act  of a majority present at a meeting at which a quorum is present shall be the act of the  Board unless a larger number is required by the Michigan Nonprofit Corporation Act. 

j) The Board may make rules, procedures and regulations covering its meetings as it  determines necessary. The Board may hire and fix the compensation of any employee or 

agent deemed necessary to conduct Saline FC’s business. The President, or Vice President  if the President is absent or unable to serve as chair, shall chair meetings of the Board. If  neither the President nor the Vice President is available or able to serve as chair then the  chair for that meeting or issue shall be selected by the majority of the Board in attendance. 

k) Any Board vacancy shall be filled by a vote of the majority of the remaining members  of the Board until the next GVM. 

l) A Director may be removed by the Board when sufficient cause exists for removal as  determined by the Board. The Board may entertain charges against any Director. The  Board shall adopt due process procedures it considers necessary for the removal hearing. 

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IV. OFFICERS: 

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The officers of Saline FC shall be the President, Vice President, Secretary, Registrar, and  Treasurer. The officers and other positions shall be elected annually by the Board from  among members of the Board at the meeting of the Board, which immediately follows the  GVM of Saline FC. Each officer holds office until a successor is elected and qualified. No  officer shall receive any salary or compensation by reason of being an officer of Saline FC.  

 a) The President shall be the chair of the Board, preside at all Board meetings and at  the GVM meeting, present an annual report of Saline FC at each GVM, see that all books,  reports and documents as required by law are properly kept or filed, be a signatory upon  Saline FC negotiable documents, be a spokesperson for Saline FC, and have the powers  enjoyed by the chief executive of any corporation.  

b) The Vice President shall be the President of Saline FC if the President of Saline FC is  absent or is unable to exercise the office, may be signatory upon Saline FC negotiable  instruments, shall be Chair of the Risk Management Committee (pertaining to issues  between players, coaches, referees, and spectators), and shall perform other duties as  directed by the Board, including the execution of all MSYSA risk management  responsibilities. 

c) The Secretary shall keep minutes and records of Saline FC in appropriate books, file  any certificates required by law, be the official custodian of Saline FC’s records, give and  serve all notices to the members and Directors, may be a signatory upon Saline FC  negotiable instruments, submit to the Board any communications addressed to the  secretary and attend to the correspondence of Saline FC. 

d) The Registrar shall be responsible for refund policies and any information regarding  registration. The Registrar shall also keep a complete record of all teams, members and  players for the purpose of registration, with the help of the executive assistant, and shall  perform other duties as directed by the Board. 

e) The Treasurer shall have the care and custody of all funds belonging to Saline FC, be 

solely responsible for the funds and securities of Saline FC, handle Saline FC banking,  make financial projections, issue financial reports to the Board, be a signatory upon Saline  FC’s negotiable instruments, invest Saline FC’s funds, file income tax returns, maintain  the tax exempt status of Saline FC, and shall perform other duties as directed by the Board.  There shall be a  Finance Committee consisting of at least three (3) persons, one of whom shall be the  Treasurer, which shall meet and oversee Saline FC’s funds, project Saline FC finances,  make fiscal recommendations to the Board, and draft an annual budget for approval by the  Board in accordance with section VII of these by-laws. 

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            i) The Treasurer, or any two other officers, may act as signatory(ies) upon Saline  FC negotiable instruments. 

  

V. OTHER BOARD POSITIONS: 

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a) ELECTED TO THE BOARD: These positions are filled by elected Board members.  

            i) Director of Recreation: Shall be responsible for recruitment, training,  scheduling, meetings and evaluation of coaches, for                     player placement according to  age, and requests, with the aid of the division managers. He/She shall also be  responsible                    for scheduling, team balancing, ordering uniforms, maintaining files  pertaining to coaches, sitting on the Risk Management                  Committee,  and other duties  as directed by the Board.  

           ii) Director of Fields: Shall be responsible for field procurement, organization and  development of fields, and marking and                         maintenance of fields, and perform other  duties as directed by the Board. 

          iv) Community Relations: Shall be responsible for public relations, organization of  fundraising events, sale of Saline FC                              merchandise, Saline FC season ending parties,  picnic, other special events, community parades, holiday events and other                    duties as  directed by the Board. 

           v) Director of Programs: Shall be responsible for additional travel and recreational  programs to enhance the Saline FC                               mainstream schedule of events. These programs  can include tournaments, strength and conditioning, additional training,                     video  review days, mentoring and other such activities. 

 

 vi) Member at Large: A maximum of two directors holding the title  'Member at Large' may be elected to the Board of Directors. These positions will be  filled only after all of the other Board positions have been filled. A member may  hold the position of Member at Large for no more than one consecutive calendar  year. 

 b) APPOINTED TO THE BOARD: These positions are appointed by the elected  Board members, including the officers.  

 i) Division Managers: Shall be the liaison between the Board and the  team coaches and assistant coaches for their respective divisions, assist in the  distribution of Saline FC material deemed necessary by the Board, and assist the  Director of Recreation in the formation of teams.  

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VI. EXECUTIVE COMMITTEE: 

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a) The Executive Committee shall consist of six members. The members shall be the  President, Vice President, Secretary, Registrar, and Treasurer of Saline FC, and one other  member of the Board elected to the Executive Committee by a majority vote of the Board  members present. The President shall preside at all Executive Committee meetings. 

b) The purpose of the Executive Committee is to enable Saline FC to operate efficiently  and effectively in the event action is required at a time when it would be difficult for a  quorum of the Board to assemble. 

c) The powers of the Executive Committee include the power to authorize any action in which the  Saline FC Board is empowered to perform and engage.  All decisions involving the expenditure of unbudgeted funds in excess of $10,000 require prior approval of the Board.  All decisions to borrow funds also require Board Approval.  

d) The Executive Committee shall not have the authority of the Board of Directors in  reference to amending, altering or repealing the Bylaws; electing, appointing or removing  any member of the Executive Committee or any director or officer of the corporation;  amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of  consolidation with another corporation; authorizing the voluntary dissolution of the  Corporation or revoking proceedings therefore; adopting a plan for the distribution of the  assets of the Corporation; fixing the compensation of the directors for serving on the Board  or on a committee; or amending, altering or repealing any resolution of the Board of  Directors which by its terms provides that it shall not be amended, altered or repealed by  such committee. 

e) The Executive Committee shall meet upon call of the President or any three members of  the Executive Committee. A majority of the members of the Executive Committee shall  constitute a quorum for the transaction of business at any meeting, and action of the 

Executive Committee meeting must be authorized by the affirmative vote of a majority of  the members present. 

f) Minutes of the Executive Committee will be presented at the next scheduled Board  Meeting.  

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VII. BUDGET:  

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a) For fiscal year 2011 and for each year thereafter, Saline FC’s Board of Directors will  adopt an annual budget, using realistic assumptions, that will lead to a minimum non cumulative cash reserve fund of 10% of Saline FC’s projected total annual  expenditures. The Board may establish a higher cash reserve level if it chooses. Such  reserve fund may be used for significant expenses that do not occur annually, such as  major repairs of Saline FC’s fields or replacement of equipment, provided that the board  shall then provide for the re-establishment of the 10% reserve in the next annual budget. 

 

VIII. COLORS: 

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The colors of Saline FC shall be black, gold and white. 

 

IX. SEASONAL YEAR: 

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The season year is defined as September 1 through August 31 of the next calendar year.  Insurance coverage shall be for the seasonal year.  

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X. FISCAL YEAR: 

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The fiscal year of Saline FC shall be January 1st to December 31st.  

 

XI. AFFILIATION: 

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This league shall be an affiliated member of the Michigan State Youth Soccer Association  (MSYSA), the United States Soccer Federation (USSF), and any other organization  deemed beneficial to the game of soccer. 

 

XII. MEETINGS-GVM: 

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a) GENERAL VOTING MEETING (GVM)

i) GVM of Saline FC shall be held within four (4) weeks of the completion of the  fall season. Notice of the GVM shall be provided by the Secretary by a notice in the  Saline FC newsletter published during the fall season. The purpose of the GVM is to  elect the officers and the other positions to the Board of Directors. 

ii) Prior to the GVM, the Board shall select one (1) member of the Board to serve as  the Chairperson of the Nominating Committee and select two (2) other persons who  are members of Saline FC, to serve on the Nominating Committee. The Nominating  

Committee shall consider available candidates for the positions to be filled at the  GVM and shall submit a slate of candidates to the membership at the GVM for each  vacancy to be filled. 

iii) At the GVM, the President shall give a report of the affairs of Saline FC,  officers, and other positions up for election to the Board of Directors shall be  elected, and the membership shall transact any other appropriate business as comes  before the assembled group. Only the persons named by the Nominating Committee  shall be eligible for election to the Board. 

iv) The members present shall constitute a quorum unless a greater number is  required by law. 

v) Voting Prerequisites:  

(1) All members of Saline FC (as defined in Section III) shall be entitled to one  (1) vote. 

(2) The President may cast a vote in all votes on motions but may cast a vote in  an election only in the case of a tie. 

(3) Voting by proxy shall not be allowed, unless reasonably necessary to attain a  quorum mandated by law which is greater than as set forth in Section XI.A.4. and  only those members of record and in good standing, shall be entitled to voting  privileges. 

b) SPECIAL MEETINGS: 

i) The President may call a special meeting of the membership if he/she deems it in  the best interest of Saline FC, or at the written request of seven (7) members of the  Board or one-fourth (1/4) of the members of Saline FC. Notice of any special  meeting of the membership, specifying the reasons why the meeting is being called  and identifying the business to be transacted, shall be given. No other business but  that specified in the notice shall be transacted at a special meeting without the  consent of at least three-quarters (3/4) of the membership present. 

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c) RULES OF ORDER:

          

           i) All meetings conducted by Saline FC shall follow Robert’s Rules of Order.  

 

XIII. AMENDMENTS: 

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a) Amendments to the bylaws of Saline FC shall be made at the GVM of the membership,  or at a special GVM called by the President for this purpose, or at regular Board meetings  if necessary. 

b) An amendment shall be deemed adopted by an affirmative vote of a majority of the  quorum members present at the GVM or at other meetings called for that purpose. 

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XIV. VOTING: 

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a) At all meetings, except for election of directors and proposed amendments to the  Bylaws, votes shall be cast by voice. Ballots shall be provided for election of directors and  proposed amendments to the bylaws. If a majority of members present at a GVM or a  majority of directors at a Director’s Meeting ever requires any questions to be voted by  ballot, it shall occur. A plurality of the votes cast shall determine any matter. No vote by  proxy is permitted. If voting by ballot is required, prior to the vote, the President shall  appoint a committee of three who shall act as inspectors of the election, and who shall at  the conclusion of the balloting certify in the writing the results. No election inspector shall  be a candidate for office. 

b) The President shall cast a vote in an election only in the case of a tie. This vote shall  not be considered the “family vote". 

 

XV. INDEMNIFICATION: 

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Any person who is a party or is threatened to be made a party to a civil or criminal claim,  action or suit or to any administrative or investigative proceeding by reason of being a  director or officer of Saline FC shall be indemnified by Saline FC against expenses,  attorney fees, judgments, fines and amounts paid in settlement actually and reasonably  incurred by him or her in connection with the action or proceeding. This indemnification  shall continue as to a person’s heirs and personal representative. This indemnification  includes any actions by third parties. Employees and other agents of Saline FC may be  indemnified as set forth above as shall be provided for in accordance with the Michigan  Nonprofit Corporation Act. 

 

XVI. STATE APPROVAL:

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These bylaws are subject to the approval of MSYSA, and if any provision is determined to  be violative of its bylaws or rules, then the invalid portion shall be altered by the Board  upon written notification from the state organization.  

 

XVII. DISSOLUTION: 

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If Saline FC dissolves, all of its assets shall be distributed to another Saline area youth  program or youth soccer association as may be qualified as tax exempt under Section  501(c)(3) of the Internal Revenue Code of 1986 or future corresponding law. 

 

XVIII. GENERAL GUIDELINES: 

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a) Recreation Program. The Saline FC Youth Recreation Soccer League Rules / General  Guidelines are appendices to the bylaws for the recreation league. 

a) Travel Program. The Saline FC Youth Travel/Premier Soccer League Rules / General  Guidelines are appendices to the bylaws for the travel league. 

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As revised November 6, 2002 

As revised November 9, 2005 

As revised July 10, 2007 

As revised May 16, 2010 

As revised October 26, 2013 

As revised November 16, 2016 

As revised April 10, 2018 

As revised November 10, 2019 

As revised  January 20, 2025