Berks Ajax FC By-Laws
As amended 4/11/2011
Section 1-1 Club Membership
The members of Berks Ajax FC shall include any person in good standing within the surrounding communities who has paid the applicable registration fee, has a child participating within the program, and has completed all necessary paperwork in good faith. Throughout the year new membership will be granted to players who meet the criteria established by the Board of Directors.
Section 1-2 Transferred Players
It is not a policy within Berks Ajax to recruit players away from other programs during the season at any time. Before a player may transfer into our organization, a written release must be provided from the originating club before membership will be considered.
Section 1-3 Application
To apply for membership, you must complete all registration forms, pay all fees, give proof of birth date through the use of a birth certificate, baptismal certificate, passport, driver’s license, or other approved documents, and have proof of insurance.
Section 1-4 Acceptance
The Board of Directors determines acceptability for membership and accepts or rejects the membership application from any individual.
Section 1-5 Good Standing
A member maintains good standing by paying all fees, abiding by the rules and regulations, and exhibits good sportsmanship. Any member found not to be in good standing will be notified by the Board of Directors and will forfeit all fees paid.
Any player that falls (30) days or more behind in their monthly payments will not be eligible to participate in any Berks Ajax FC functions, including tournaments, matches and training until their account is brought current. Moreover, any player making a past due payment of (30) days or more may not participate in any Berks Ajax FC tournaments or matches for (10) days from the date the monies were submitted to the club.
Section 1-6 Governance
All registration procedures not specifically addresses in the Berks Ajax FC Soccer Constitution are governed by the Eastern Pennsylvania Youth Soccer Association, United States Soccer Federation and the United Sates Youth Soccer Association Rules.
2-1 Order of Business
1. Roll call
2. Review minutes from previous meeting
3. Communications from Board Members
4. Treasurer’s Report
5. Individual Reports from Board Members
6. Unfinished Old Business
7. New business
2-2 New Board Meeting
The organizational meeting for each newly elected board may be held immediately following the members’ meeting at which the directors were elected without the necessity of notice to any previous directors to constitute a legally convened meeting.
2-3 Quorum Board Meetings
At all meetings of the Board a majority of the directors must be present in person or by telephone or other communication equipment in order to constitute a quorum for the transaction of business.
The Board of Directors shall serve without compensation for their services. Coaches, however, will receive a monthly stipend to cover expenses incurred while representing Berks Ajax at practices and matches. All stipends will be set at the beginning of each season. Stipends will only be distributed if coaches have attended at least 80% of the team’s activities in full, as scheduled by the directors. Attendance less than 80% will need to be reviewed and approved by the Board of Directors.
2-5 Age Divisions
Berks Ajax will be divided into appropriate age divisions to facilitate competition among all its participating membership. Such age groups may be divided year-by-year or by every two years.
2-6 Seasonal Year
The seasonal year is defined to start on November 1 of each calendar year and end on July 31 of the following calendar year. Recruitment and registration for each new year should begin in the spring of the preceding season.
Registration for Berks Ajax FC should include the following materials: RG6 form, medical insurance forms, player/parent contract, payment of registration fees and monthly fees prior to the first competition, medical release form, birth certificate, a picture, and a signed label.
All Berks Ajax FC players will be required to perform at least (25) hours of community service through the organization during the calendar year. Each player’s community service hours will be logged by that player’s team manager and will be maintained throughout the player’s time with the club. In addition, all Berks Ajax FC players are required to participate in the club’s (2) fundraising activities throughout the calendar year. Requirements are to include sale of fundraising materials (event tickets, lottery cards, candy, magnets and/or other such materials), event setup and/or cleanup and other event day activities.
2-8 Proof of Age
Each player must submit proof of birth date at registration with Berks Ajax FC.
The Berks Ajax Board of Directors shall approve all appointments to the Board and coaching staff by a two-thirds majority vote when a quorum of the Board of Directors is representative.
3-1 League Representatives
On a rotation basis each member of the Board of Directors will represent the Berks Ajax FC at official league meetings. This individual is required to report in full the Minutes of that meeting at the next Board of Directors meeting.
INDEMNIFICATION OF BOARD DIRECTORS, COACHES, EMPLOYEES
The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that the person is or was a Board Director, officer, coach, and/or employee of the Corporation, or is or was serving at the request of the Corporation, as a Board Director, officer, coach, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonable incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonable believed to be in, or not opposed to, the best interest of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable causes to believe the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was unlawful.
The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was a Board Director, officer, coach, and/or employee of the Corporation, or is or was serving at the request of the Corporation, as a director, officer, coach, employee of agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney’s fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue of matter as to which such person shall have adjudged to be liable for negligence or misconduct in the performance of the person’s duty to the Corporation unless and only to the extent that the court of common pleas of the county in which the registered office of the Corporation is located or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in the view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court of common pleas or such other court shall deem proper.
Unless ordered by the court, any indemnification under Section 1 of this Article (relating to third party actions) or Section 2 of this Article (relating to derivative actions) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, coach, and/or employee is proper in the circumstances because the person had met the applicable standard of conduct set forth in such section. Such determination shall be made as follows:
(a) by the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to such action, suit, or proceeding;
(b) if such a quorum is not attainable, or, even if obtainable a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or
(c) by the members of a majority vote of a quorum consisting of members who are not parties to such action, suit, or proceeding.
Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding as authorized by the Board of Directors or other body in a specific case upon receipt of an undertaking by or on behalf of the director, officer, coach, or employee to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article.
The indemnification provided in these By-Laws shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any agreement, vote of members or disinterested directors or otherwise, both as to action in the person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, coach, and/or employee and shall inure to the benefit of the heirs and personal representative of such a person.
In the event that Berks Ajax FC is formally dissolved, all assets shall be used to pay any outstanding individual liabilities of Berks Ajax FC and any remaining balance shall be donated equally to the TOPSOCCER program in our community or any other local soccer charities or other programs within the community, with a request that the funds be used to promote soccer. Too, any initial investments made by the executive directors or Board members to fund the beginning of the organization should be recompensed in full. These dispersed refunds should be determined by the Board’s majority vote.
The By-Laws of Berks Ajax FC may be amended by a two-thirds majority vote by the Board of Directors representative of a quorum at the next monthly meeting.
Any proposals or motions to amend the By-Laws of Berks Ajax FC may be made by any Board member.
Any changes to the By-Laws must be presented to the general membership at the next Annual General Meeting.
End of By-Laws as amended 3/8/2014