ARTICLE II

PURPOSE AND GOALS

The HSC-Bulls is established to support, educate, organize, administrate, and develop Hawaii youth players to achieve their highest potential through the game of soccer.  To do so, it will provide the highest level of coaching to its players.

The goals of the Honolulu Bulls Soccer Club are:

1. To develop well rounded players, whose academic and playing abilities enable them to:

·  Gain nominations to State, Regional and National Olympic Development Programs

·  Play and excel in club and high school soccer in order to receive college scholarships, and

·  Attain professional playing opportunities.

2. To build and sustain a nationally and internationally recognized soccer club.

3. To develop Honolulu Bulls Soccer Club teams that will achieve state, regional, national, and international soccer championships.

4. Realize these goals within the proper framework of instilling character, self-esteem, confidence, responsibility, accountability, and fair play within our youth athletes.

ARTICLE III

PRINCIPLES OF CONDUCT

Achievement of these objectives can only be reached through the mature behavior and the exemplary conduct of the coaches, parents and officials of the HSC – Bulls.  Their relationship with players must be of the highest ethical and moral standards and be based upon concern and just principles that ensure equitable treatment prevails in all circumstances.

   ARTICLE IV

MEMBERSHIP

There shall be three (3) types of membership in the HSC-Bulls:

 1.  The general membership shall be composed of properly registered HSC-Bulls team players on properly registered HSC-Bulls teams, and the parents/guardians of these players.  Prior to registration for the upcoming season, the Board of Directors shall determine the fees to be assessed players that are selected for HSC-Bulls teams.

 2.  The members of the HSC-Bulls Board, hereinafter referred to as the “Board,” shall be Head Coaches of HSC-Bulls teams who have had a minimum of (1) year of coaching experience with the HSC-Bulls and 7 HSC-Bulls Age Group Representatives elected by HSC-Bulls Team Managers within their respective age groups.  The 7 age groups are defined as U19 girls and boys, U18 girls and boys, U17 boys and girls, U15-U16 girls and boys, U13-U14 girls and boys, U11-U12 girls and boys, and U7-U10 girls and boys.  Each member of the HSC-Bulls Board shall have one (1) vote.

 3.  The Board of Directors shall be elected by the Board and shall be comprised of officers and additional positions as designated by the Board of Directors.  An individual elected to the Board of Directors shall automatically become a Board member upon election to the Board of Directors and shall cease to be a Board member upon ceasing to be a Director of the Board.

ARTICLE V

BOARD OF DIRECTORS

Section 1.  Composition

The affairs of the HSC–Bulls shall be directed, managed and controlled by the Board of Directors who shall be elected by the Board at the HSC-Bulls Annual General Meeting.  The Board of Directors shall be comprised of not less than three (3) persons, no less than one (1) of which shall be a resident of the State of Hawaii, and no less than a majority of which shall be HSC-Bulls members.  The Board of Directors shall be limited to 10 members.

With the consent of the exisiting Board of Directors, the President, or in his/her absence, the Vice President, may appoint new members to the Board of Directors or create new Board of Director positions at any meeting of the Board of Directors.

Section 2.  Expectations

Each person on the Board of Directors shall:

·  Be committed to the mission, purpose, goals, and principles of conduct of the HSC-Bulls;

·  Be willing, committed, and able to exercise the role of informed leadership and shall execute all responsibilities/duties of a Director with due care, diligence and good faith; and

·  Attend Board of Director meetings.  Any member of the Board of Directors with three (3) consecutive or non-consecutive unexcused absences from Director meetings in any calendar year shall be automatically removed from the Board of Directors.

Section 3.  Authority

Subject to the limitations and requirements of the Articles of Incorporation, these By-Laws and the laws of the State of Hawaii, all activities of the HSC-Bulls will be conducted, and all powers of the HSC-Bulls shall be exercised by or under the direction of the Board of Directors.

Section 4.  Duties of the Board

The Board of Directors shall:

·  Perform its role and all responsibilities within the context of acting in the best interests of the HSC-Bulls.

·  Assume legal and ethical responsibility for all activities of the HSC-Bulls, and shall be responsible and have sole authority for interpreting and enforcing the By-Laws, and policies and procedures of the HSC-Bulls.

·  Establish, ensure implementation of, evaluate and revise  HSC-Bulls’ policies and procedures that have, at a minimum, been developed in the following areas -- human resources, planning, finance, community relations, and organizational operations.

·  Administer, expand and promote HSC-Bulls’ programs and account for all funds collected.

·  Undertake necessary or appropriate activities that are required to carry out the mission, purpose(s) and goals of the HSC-Bulls.

·  Be authorized and empowered to employ such agents, attorneys and staff as it may deem reasonable and necessary to carry out the purposes and goals of the HSC-Bulls.

·  Accept on behalf of the HSC-Bulls, any gifts, bequests, or other monetary devices as may be used for the nonprofit purposes of the HSC-Bulls.

The Board of Directors may delegate any of its powers to such committees, subcommittees and such corporate officers as it shall deem appropriate.  The Board of Directors however, may not delegate its overall legal responsibility for HSC-Bulls operations.

Section 5.  Nominations

Prior to the Annual General Meeting of the HSC-Bulls Board (hereinafter referred to as the AGM), the President shall, with approval of the Board of Directors, appoint a Nominating Committee.  This Committee shall be composed of at least three (3) persons and shall be responsible for nominating candidates for the Board of Directors and its officers with due consideration to the governance and representational needs of the HSC-Bulls.

The slate of candidates prepared by the Nominating Committee shall be issued to Board members at least ten (10) calendar days prior to the AGM.  Members of the Board may also nominate candidates by submitting names in writing to the Secretary of the Board of Directors at least fourteen (14) calendar days prior to the AGM.

Section 6.  Elections

The Board shall vote on the nominees for the Board of Directors at the AGM held on the first Saturday of June.  Voting shall be by secret ballot unless either dispensed with by a vote of two-thirds of the Board members present, or unless the candidates for the Board of Directors are unopposed.

 With the exception of the Immediate Past President, candidates receiving the most votes from the Board shall be elected to the Board of Directors.

 Section 7.  Term of Office

Directors shall be elected for two (2) year terms staggered with fifty percent elected each year. The Board of Directors year and terms of office shall begin on July 1 of each year and shall conclude on June 30 of their designated term or until such time as he/she is duly replaced in accordance with these by-laws.

It is intended that each member of the Board of Directors shall serve in his/her position for the term specified (or, as appropriate, the remainder of the term specified), unless he/she elects to resign and gives written notice to the Board of Directors, or until he/she is duly replaced by approval of the Board of Directors.

 Section 8.  Vacancies

Vacancies in the Board may be filled by a majority of the remaining directors, though less than a quorum, and each director so elected shall hold office until his/her successor is elected at an AGM or at a special meeting called for that purpose.

Section 9.  Term Limits

There shall be no limitations upon the number of terms that a person may be elected to serve on the Board of Directors.

ARTICLE VI

MEETINGS

Section 1.  Regular Meetings

Regular meetings of the Board of Directors shall be held at least eight (8) times per year at the call of the President/Chairperson of the Board, with times and meeting places to be announced to the Board of Directors at least thirty (30) days prior to the meeting.

All meetings of the Board of Directors are open to the general membership, although it is not required that the general membership be notified prior to the Board of Director’s meeting.

 Section 2.  Special Meetings

Special meetings of the Board of Directors may be called by any Director.  All Directors shall be duly notified of the time and location of the special meeting in accordance with requirements that shall be determined by the Board of Directors.  Written consents waiving the need for special notices of special meetings shall be accepted.

Section 3.  Quorum

At any meeting of the Board of Directors, a majority of the entire membership of the Board of Directors, each of whom may be present in person or by proxy, shall constitute a quorum.  Each member of the Board of Directors shall have one (1) vote.

Section 4.  Rules for Conducting Board Meetings

Roberts Rules of Order - Revised shall be the controlling guidelines for all meetings.

ARTICLE VII

OFFICERS

Section 1.  Officers

The officers of the Board of Directors shall consist of the following positions, who, with the exception of the Director of Coaching shall each have one (1) vote:

·  President/Chairperson

·  Vice President(s)

·  Secretary/Recorder

·  Treasurer

·  Immediate Past president of the Board of Directors, and the

·  Director of Coaching, who, as an ex-officio member of the Board of Directors shall have no vote.

Section 2.  Overall Duties

The Officers shall be charged with acting on behalf of the Board of Directors between Board of Director meetings, provided that any actions taken shall be brought to the Board of Directors for ratification at its next meeting.

Any person may hold two (2) or more offices if permitted by law.  Additional officers, as may be created by the Board of Directors, shall have such power and duties consistent with these ByLaws as the Board of Directors may specify.

The officers or agents of the HSC-Bulls shall have the authority to enter into and/or execute contracts for the HSC-Bulls.  The officer or agent however, shall not have the power to bind the HSC-Bulls to any contract, pledge its credit, or cause it to be committed to any financial liability for any reason or amount.

Section 3.  Election

The Officers shall be elected by the Board of Directors based on recommendations of the Nominating Committee, who shall prepare a slate of officers of the Board of Directors no later than the first (1^st) Board of Directors’ meeting following the AGM.

Section 4.  Term Limits

The officers of the Board of Directors shall be elected by the Board of Directors to serve for one (1) year beginning July 1 of each year and concluding June 30 of the following year, or until their successor(s) is/are duly elected by the Board of Directors, or are duly replaced by approval of the Board of Directors.

In the event the President resigns during his/her term of office, he/she forfeits his/her right to serve as Immediate Past President.

Section 5.  Resignations

Any officer may resign at any time by giving written notice to the Board of Directors.  Any such resignation shall take effect at the date of receipt of such notice, or at any later time specified in the written notice.  The acceptance of such resignation shall not be necessary to make it effective.

Section 6.  Vacancies

A vacancy in any office due to death, resignation, removal, disqualification or any other cause may be filled by the Board of Directors for the unexpired portion of the term, and shall be filled in the manner prescribed for regular appointments to such office at the next regular or special meeting of the Board after such vacancy arises.

Section 7.  Duties and Powers of the President shall include:

·  Overseeing the operation and management of the HSC-Bulls.

·  Presiding over all meetings (i.e Board of Directors – Regular and Special, and the AGM).

·  Preparing a written agenda for  each meeting and making it available to all members of the Board of Directors or Board as appropriate to the meeting.

·  Calling regular meetings and specials meetings as necessary or upon special request.

·  Monitoring and approving expenses incurred by the HSC-Bulls.

·  Submitting a written report at the last AGM held during his/her term of office.  This report should include, but is not limited to, the overall status of the HSC-Bulls including its financial standing as well as the accomplishments and shortfalls of administration of HSC-Bulls programs and efforts taken to meet the mission/purpose/goals.

·  Appointing, subject to the approval of the Board of Directors, Chairpersons of committees required to operate the HSC-Bulls.

·  Representing the HSC-Bulls in the Hawaii Youth Soccer Association (HYSA), other organizations and the general public, or appointing representatives to assume these duties with approval of the Board of Directors.

Section 8.  Duties and Powers of the Vice President shall include:

·  Assisting the President in the performance of his/her duties and assuming the responsibilities of the President for the period of his/her absence, including presiding at meetings.

·  Guiding special committees as Chairperson or as an ex-officio member.

·  Representing the HSC-Bulls as well as working with public and community relations as assigned by the President.

Section 9.  Duties and Powers of the Secretary/Recorder shall be to:

·  Record, prepare, distribute and maintain a permanent written record of the minutes of the meetings of the Board of Directors, the AGM, other meetings of the Board and special meetings called by the President.

·  Furnish each member of the Board of Directors and Officer a current copy of the HSC-Bulls By-Laws and policies when he/she assumes that position.

·  Notify all members of the Board of Directors and the Board of  respective meetings at least one week in advance.

·  Conduct roll call at all meetings and maintain a record of attendance.

·  Maintain a current mailing list of all HSC-Bulls players.

·  Maintain a current list of all members of the Board of Directors and the Board.

Section 10.  Duties and Powers of the Treasurer shall be to:

·  Receive any and all monies paid to the HSC-Bulls.

·  Keep an inventory of all property of the HSC-Bulls.

·  Maintain a detailed record of the income and expenditures of the HSC-Bulls.

·  Review all proposed financial obligations and provide information/input into the decision-making process.

·  Deposit all funds upon receipt, in an authorized bank account(s) in the name of the HSC-Bulls.

·  Sign checks, promissory notes, or drafts that shall be countersigned by  another officer, and shall make payment of other corporation debt(s).

·  Present a written financial report at each meeting of the Board of Directors, and at the AGM.

·  Maintain current signature cards for all HSC-Bulls bank account(s).

·  Serve as chairperson of the Finance Committee.

·  Prepare and provide to the Board of Directors an annual budget.

·  Prepare and/or monitor preparations of, and submit all necessary documents to the Internal Revenue Service and the State of Hawaii Department of Taxation.

·  Prepare and maintain any and all documents pursuant to the Articles of Incorporation and the tax-exempt status of the HSC-Bulls.

Section 11.  Duties of the Immediate Past President shall be to:

·  Provide continuity and advice to the President, the Board of Directors and the Board.

·  Serve on committees and in other capacities at the request of the President.

Section 12.  The Director of Coaching

The Director of Coaching shall serve as an ex-officio member of the Board of Directors and shall perform duties and responsibilities contained in the job description established by the Board of Directors.

Section 13.  Compensation

No compensation shall be paid to any member of the Board of Directors including officers of the Board for their services as Directors.  Directors may be reimbursed for actual expenses incurred by them in the performance of their duties as Directors.

Section 14.  Removals

Any officer may be removed by the Board of Directors whenever, in its judgment, the best interests of the HSC-Bulls would be served.

At a meeting of the Board of Directors, a two-thirds majority of all members of the Board of Directors shall be required to dismiss any officer or member of the Board of Directors.

Section 15.  Committees

The Committees of the HSC-Bulls shall include, but not be limited to the following:

These committees report directly to the Board of Directors:

1.  Marketing

A.  Player Recruitment

2.  Special Events

A.  HIC Tournament

B.  Camps

3.  Finance

4.  Fund Development

These committees report through the Director of Coaching to the Board of Directors:

1.  Player Development

2.  Coaching Development

3.  Tournament and Travel

Other committees may be appointed by the Board of Directors as needed.

The Board of Directors or the President may appoint persons who are not Directors of the Board to serve on a committee in any advisory capacity.

Committee meetings and actions will mirror the provisions of the Bylaws as they pertain to the Board.of Directors.  The Board of Directors may also enact regulations as to how committee meetings are conducted as long as those regulations do not conflict with the Bylaws.

ARTICLE VIII

CONFLICT OF INTEREST

At no time shall a member of the Board of Directors, or HSC-Bulls employee take any official action directly affecting:

1.  A business or other undertaking in which the director, officer or employee has a substantial financial interest, or

2.  A private undertaking in which the director, officer of employee is engaged as legal counsel, advisor, consultant, representative or other agency capacity.

ARTICLE IX

LIMIT OF DEBT AND LIABILITY

The property of the HSC-Bulls shall alone be liable for the payment of its debts and liabilities, and the private property of the members, Directors and Officers shall not be subject to the payment of corporate debts to any extent whatsoever.

ARTICLE X

INDEMNIFICATION

All Board and Board of Directors members shall be covered against personal liability claims by the HSC-Bulls for performing acts and duties directly related to the work of the HSC-Bulls.