CONSTITUTION AND BYLAWS
OF
ACTON/BOXBOROUGH YOUTH SOCCER, INCORPORATED

This Constitution and Bylaws were approved as last amended
by ABYS on 1 June, 2003

ARTICLE 1.0 PREAMBLE 
1.1 Name 
1.2 Mission 
1.3 Corporation 
1.4 Logo 
1.5 Colors 
1.6 Corporate records 

ARTICLE 2.0 ABYS AFFILIATIONS 
2.1 Associations 
2.2 Leagues 
2.4 League registration 

ARTICLE 3.0 MEMBERSHIP 
3.1 Qualification for membership 
3.3 Suspension and expulsion of members 

ARTICLE 4.0 GENERAL CORPORATE MEETINGS 
4.1 Annual General Meeting 
4.2 Special General Meetings 
4.3 Notice of General Meetings 
4.4 Quorum 
4.5 Voting 
4.6 Action at General Meetings 
4.7 General Meeting procedure 

ARTICLE 5.0 BOARD OF DIRECTORS 
5.1 Composition 
5.3 Size of the Board 
5.4 Powers, functions and actions 
5.5 Nomination and election of Board members 
5.6 Qualifications 
5.7 Tenure 
5.8 Obligations and non-performance 
5.9 Vacancies 
5.10 Recall and reprimand 
5.11 Other Officers 

ARTICLE 6.0 DUTIES OF MEMBERS OF THE BOARD OF DIRECTORS 
6.1 President 
6.2 Treasurer 
6.3 Secretary 
6.4 Directors 

ARTICLE 7.0 STANDING COMMITTEES 
7.1 Standing committees 
7.2 Sportsmanship review committee 

ARTICLE 8.0 MEETINGS OF THE BOARD OF DIRECTORS 
8.1 Board meetings 
8.2 Notice of Board meetings 
8.3 Quorum 
8.4 Action at Board meetings 
8.5 Action by consent 
8.6 Executive sessions 

ARTICLE 9.0 FINANCIAL AND RISK MANAGEMENT ISSUES 
9.1 Budget 
9.2 Expenditures and revenue 
9.3 Financial policy 
9.4 Fiscal year 
9.6 Execution of investments 
9.7 Capital expenditures 
9.8 Disposition of property 
9.9 ABYS assets 
9.10 Gifts 

ARTICLE 10.0 AMENDMENTS TO CONSTITUTION AND BYLAWS 
10.1 Amendment procedure 

ARTICLE 11.0 POLICIES, PROCEDURES, REGULATIONS AND GUIDELINES 
11.1 Policies, procedures, regulations, and guidelines 

ARTICLE 1.0 PREAMBLE  
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1.1 Name. The name of this Corporation shall be the ACTON/BOXBOROUGH YOUTH SOCCER, INC. It is also referred to by its initials "ABYS".

1.2 Mission. Our mission is to provide a quality recreational, youth soccer experience for all of our members where good sportsmanship and a desire to play, coach, or observe soccer, in a way that honors the game, are the cornerstones of that experience. In doing so, we aim to create a life long appreciation of the game by actively seeking to promote soccer through our program to the youth of Acton and Boxborough.

ABYS will not discriminate against any individual on the basis of race, color, religion, age, gender or national origin.

1.3 Corporation. The Corporation shall perform this mission according to the laws of the Commonwealth of Massachusetts for a charitable Corporation, organized under Chapter 180.

1.4 Logo. The logo of the corporation shall be as adopted from time to time by the Board by majority vote.

1.5 Colors. The colors of the Corporation shall be Blue, Gold and White.

1.6 Corporate records. The original, or attested copies, of the Articles of Organization, the Constitution and Bylaws, records of meetings of the Corporation, shall be kept with the Secretary. They shall be made available in a reasonable time period for inspection by any Member of the Corporation upon request.

ARTICLE 2.0 ABYS AFFILIATIONS  
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2.1 Associations. ABYS is fully affiliated with The Massachusetts Youth Soccer Association (MYSA) by vote of the Board taken March 2, 1987.

2.2 Leagues. Each season, ABYS may place teams in MYSA affiliated leagues in order to provide an appropriate level of competition.

2.3 Affiliation dominance. MYSA articles of incorporation, bylaws, policies and requirements take precedence over and supercede the governing documents and decisions of the ABYS and its Members to the extent allowable under Massachusetts law. ABYS and its Members will abide by the MYSA articles of incorporation, bylaws, policies and requirements. ABYS will not join or affiliate with any Organization that has requirements that conflict with MYSA articles of incorporation, bylaws, policies and requirements.

2.4 League registration. All ABYS players, coaches, teams and administrators will be registered annually with MYSA, and ABYS will pay all dues and fees required by ABYS on a timely basis.

3.1 Qualification for membership. Membership in ABYS shall be open to coaches, assistant coaches, team managers, referees, officers of the organization, parents and legal guardians of players under 18 as well as youth players who either reside in Acton or Boxborough, attend Acton and/or Boxborough public schools, or whose parents or legal guardians reside in Acton or Boxborough. In addition they must have been registered in one of the afore mentioned positions in at least one season out of the previous two. Subject to rules of leagues in which teams are entered, nonresidents with the approval of the Board of Directors, determined by a majority vote, may be placed on teams.

3.2 Obligations of membership. ABYS, and all its members, pledge to abide by the rules of any league with which it affiliates by virtue of entering teams. All members shall conduct themselves properly and in the spirit of good sportsmanship and fair play.

3.3 Suspension and expulsion of members. Only the Board of Directors shall have the authority to suspend or expel a member from membership in ABYS for conduct detrimental to ABYS. Such action will require a majority vote of Board of Directors.

4.1 Annual General Meeting. The Annual General Meeting (AGM) shall be held on the first Monday of June of each year to review the current year's activities to date and elect officers for the next year.

4.2 Special General Meetings. The Board or the President may call Special General Meetings as deemed necessary. The Secretary, or any other officer, in the absence, death, incapacity, or refusal of the Secretary, or any other officer shall call a Special General Meeting upon the written request of members equaling at least 10 percent of the amount necessary to have a quorum, as hereinafter defined, at a General Meeting.

4.3 Notice of General Meetings. Written notice of every General meeting shall be made in a local newspaper, at least 15 days prior to the meeting. The notice shall state the purpose, the place, the date, and hour of the meeting.

4.4 Quorum. A Quorum, for the transaction of business at any General Meeting, shall exist if the number of voting members, as hereinafter defined, equals or exceeds a number equal to two thirds of the Board of Directors, as hereinafter defined, in office at the time of said Meeting.

4.5 Voting. All members, who are at least eighteen (18) years, are voting members at general meetings. Parents or legal guardians of any player who was registered during the current calendar year, but who is not then eighteen (18) years old, shall also be voting members. Each voting member shall have only one (1) vote.

4.6 Action at General Meetings. A majority vote of voting members present at a General meeting shall be sufficient to decide any and all matters except when specified by Law or by the Constitution and Bylaws.

4.7 General Meeting procedure. The President, or his delegate, shall preside at all General Meetings. Matters of procedure will be decided based on the current version of Robert's Rules of Order. The President will appoint a Parliamentarian to referee all matters of procedure. Decisions by the Parliamentarian are binding unless overruled by a 2/3 majority of members present at such meeting.

ARTICLE 5.0 BOARD OF DIRECTORS 
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5.1 Composition. The governing Board of ABYS shall be known as the Board of Directors (referred to herein as the "Board") and shall consist of a President; Secretary; Treasurer and a set of Directors with titles and duties as defined in the Bylaws, policies, procedures, regulations and guidelines and collectively known as officers herein. A nonexclusive list of examples of Board positions are:

5.3 Size of the Board. The size of the Board shall be determined at each Annual General Meeting by the election of officers and Board positions. The Board may increase the size of the Board at any time. In the event that a vacancy should occur in a Board position, other than that of an officer, the Board may decrease the size of the Board by not filling such vacancy.

5.4 Powers, functions and actions. The business of ABYS shall be managed by the Board who exercise all powers of the Corporation, except as otherwise provided by Law or the Constitution and Bylaws. The Board shall approve team coaches and assistant coaches for each season. The Board shall have the power to deal with any matters not covered directly by the Constitution, Bylaws, policies, procedures, regulations and guidelines.

5.5 Nomination and election of Board members. The President is responsible to collect nominations for Board positions and to set a nominating procedure. This may be done by forming a nominating committee for the purpose of recruiting and/or recommending candidates for Board positions at the Annual General Meeting, but is at the President’s discretion. Members of the Board shall be elected at the Annual General Meeting held each year, by vote of a majority of the voting members of ABYS present at such meeting.

5.6 Qualifications. All officers must be Members of ABYS. The President, Treasurer, and Secretary shall be different people. Any other offices may be held by the same person.

5.7 Tenure. Tenure for Board members is one year. Board members are eligible for reelection.

Any BOD member may resign by giving a written resignation to the Board or to the Secretary. Resignations are effective upon receipt unless otherwise specified and accepted by the Board.

5.8 Obligations and non-performance. Board members are expected to attend monthly Board meetings. A Board member who misses three (3) consecutive monthly Board meetings without appropriate justification to the President may be asked to resign his/her position by a majority vote of the Board.

5.9 Vacancies. In the event of any vacancy on the Board by reason of the death, resignation or removal of any member, such vacancy may be filled (a) by a majority vote of the Board or (b) by vote of a majority of the voting members of ABYS present at any special meeting called for that purpose.

5.10 Recall and reprimand. If a Board member feels that another Board member is not performing his/her function as described in the job description for that position, the challenging Board member should notify the Board. The Board may take action at a Board meeting against the Board member in question as follows:

-The Board member may be removed (a) for cause by vote of at least two-thirds of the other members of the Board at the time in office or (b) by vote of a majority of the voting members of ABYS present at any special meeting called for that purpose.

5.11 Other Officers. The Board may, at any time, create the positions of other officers (non-voting) with specific duties and elect such members by simple majority vote of the Board. If the Board does not otherwise specify a term of office, such officers shall serve until the next Annual General Meeting.

ARTICLE 6.0 DUTIES OF MEMBERS OF THE BOARD OF DIRECTORS 
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6.1 President. The President is the Chief Executive Officer of the Corporation, ex-officio Member of all committees, and, subject to the direction of the Board, shall have general supervision and control of its business. He/She shall ensure that all orders and resolutions of the Board and mandates voted by the general Membership at the AGM are carried out. He/She shall preside, when present, at all meetings of the Corporation and the Board or assign her/his delegate when not present. The President shall be the official representative of ABYS, be one of those authorized to sign checks and vote only in the case of a tie at general meetings and Board meetings. The President shall also be responsible for the interpretation of the Constitution and Bylaws of the Corporation. Such interpretations can be overruled by the Board by a majority vote.

6.2 Treasurer. The Treasurer shall have charge of the finances of ABYS and shall report on the condition of same at all Board and general meetings. He/she shall submit a written report at the Annual General Meeting, covering the prior year's activities. He/She shall have custody of all funds, securities, and valuable documents of the Corporation and shall perform all the duties incident to the office of the Treasurer. He/she shall be one of those authorized to sign checks and will monitor that no check for over $750 is written unless such a payment has been approved by the Board, pursuant to Article 9.2, and except for fees payable to any youth soccer league or MYSA. If the President has not assigned a delegate, as hereinabove provided, the Treasurer shall preside at any meeting of the Board or of the voting members of ABYS from which the President is absent.

6.3 Secretary. The Secretary, who is the Clerk for the purposes of Massachusetts Law, shall attend to all correspondence, keep records, keep minutes of all Board and general and special meetings of the voting members of ABYS, notify Board members of upcoming meetings and issue notices announcing general meetings and special meetings. If the President has not assigned a delegate, as hereinabove provided and the Treasurer is not present, the Secretary shall preside at any meeting of the Board or of the voting members of ABYS. The Secretary shall certify to the authority of the President and Treasurer to act on behalf of ABYS, when requested.

6.4 Directors. The Directors shall have the responsibility and authority for administering ABYS affairs in specified areas. The Board shall assign these responsibilities. The Board may determine at any time which other members of the Board will be authorized to sign checks.

ARTICLE 7.0 STANDING COMMITTEES 
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7.1 Standing committees. Standing Committees are formed by a majority vote of the Board and are responsible to the Board. Committee Members are appointed by the Board and shall have a one-year renewable term. These Standing Committees shall develop and administer programs within their charter and in accordance with ABYS Bylaws, Rules, Regulations, and Procedures. The current standing committees are: Sportsmanship review committee.

7.2 Sportsmanship review committee. At Annual General Meeting, after the election of the Board members, the President shall nominate 5 members or such other number of members as the Board determines to serve as the Sportsmanship review committee. The Board may approve the nominations by majority vote. In the event of any vacancy on the committee by reason of the death, resignation or removal of any member, such vacancy may be filled by the President by making a nomination of a new member to the Board and the Board approving the nomination by majority vote. The President serves as an ex officio member of the committee. The committee shall elect a Chair.

-Any complaint received by any Committee member should be made known as soon as possible to the Committee Chair

-The appropriate and affected individuals should be notified of the issues or the complaint as soon as possible, including the Division Director of the age group in which the alleged infraction occurred and the Director of referees if the alleged infraction involved a referee

- As soon as possible, the Committee shall gather information, as objectively and as confidentially as possible, from all involved parties concerning the complaint and/or incident

- The Committee shall act in a way that respects the confidentiality of any individual that is the subject of or involved in a complaint and will make every effort to keep the name of the person or persons whom the alleged infraction concerns confidential for as long as possible

8.1 Board meetings. The Board shall have monthly meetings the first Monday of each month, unless another date is specified at the Annual General Meeting for the following year. Any member of ABYS may attend meetings of the Board, except when specific issues are to be discussed, in which case the Board may meet in a Board members only executive session if the procedural requirements of section 8.6 are met. Board members are expected to attend monthly Board meetings. The Board may hold Special Board Meetings, as they deem necessary. The Secretary shall call Special Meetings whenever requested by the President, by three (3) or more Directors, or as required by the Constitution.

8.2 Notice of Board meetings. A written notice of every meeting of the Board shall be sent to each officer at least fourteen (14) days before such meeting. Any member of the Board may stipulate, until such stipulation is withdrawn, that notice sent by E-Mail to such member, at such E-Mail address as such member may specify, will constitute sufficient notice to such member. The notice shall state the agenda, the place, the date, and hour of the meeting. Announcement of intent to hold a future meeting given at a prior meeting of the Board fulfills all the requirements of notification.

8.3 Quorum. A quorum is defined as 33% of the members of the Board, rounded to the next lowest whole number. Quorum shall not be less then five (5) individuals.

8.4 Action at Board meetings. Matters shall be decided by majority vote of Board members present at a Board meeting unless a different vote is specified by Law or by the Constitution and Bylaws. Each Member of the Board has only one vote regardless of the number of offices he/she holds. The President only votes to break a tie. In cases of apparent or real conflicts of interest, members are expected to excuse him/herself from voting.

8.5 Action by consent. The Board may take action on any matter not covered by the Constitution and/or Bylaws without a meeting if a written consent thereto is signed by 2/3 of officers entitled to vote and filed with the records of the Board meetings. Such consent shall be treated for all purposes as a vote at a meeting. Any member of the Board may stipulate, in writing, that, until such stipulation is withdrawn, that a written consent sent by E-Mail from the address that such member shall have stipulated, as hereinabove provided, shall constitute a written consent from such member.

8.6 Executive Sessions. Notwithstanding anything in section 8.1 to the contrary, the Board may, by majority vote, determine that sensitive issues shall neither be discussed nor voted upon by non-Board members, but instead be reviewed within an executive session of the Board in either a Board Meeting or Special Board Meeting.  Such meetings are only open to Board members and individuals that are invited to attend by Board. The Board shall, in advance of the executive session, take such vote or announce that such a vote was taken at the last Board Meeting. Items normally considered as sufficiently sensitive to warrant discussion within executive session shall include, but not be limited to, suspension and expulsion of ABYS members, the recall and reprimand of Board Members, and other similar matters.  Any action taken within the executive session shall follow the procedures set forth in the Constitution and Bylaws and any vote taken shall have the same requirements as those taken outside of executive session.  Any vote or action taken in executive session shall be reported to the board at the same or next Board meeting.   Any Board Member who is the subject of recall and reprimand or any ABYS member who is the subject of a suspension and expulsion discussion or other similar matter has the right to have the discussion occur inside or outside executive session upon his or her request.

9.1 Budget. ABYS shall operate on a balanced budget, with revenue set to cover the cost of operations during each season (league entry fees, equipment, etc.), plus reasonable reserves. Such balanced budget may include a reserve fund for development of soccer fields in Acton and Boxborough. The Treasurer shall prepare a balanced budget prior to each season for review and approval of the Board.

9.2 Expenditures and revenue. Unbudgeted expenditures in excess of $750 shall require approval of the Board. Bills for authorized expenditures shall be paid when due. All moneys shall be promptly deposited in a bank account maintained in the ABYS name.

9.3 Financial policy. ABYS is a not for profit Corporation. ABYS shall conduct its business affairs so as to maintain its tax-exempt status under the Internal Revenue Code. The activities and programs of ABYS shall be managed by a budgeting and review process.

9.4 Fiscal year. The fiscal year of ABYS shall be June 1^st through May 31^st.

9.5 Audit policy. ABYS shall have such audits as may be required by any federal or state law governing ABYS or by rule or regulation of any federal or state agency or department having regulatory authority or jurisdiction over ABYS.  Should any such audit be required, the Treasurer will select an independent auditor with the approval of the Board.

9.6 Execution of investments. All deeds, leases, transfers, contracts, bonds, notes, and other obligations authorized to be executed by an officer of ABYS, in its behalf, shall be signed or authorized by the President or Treasurer, except as the Board may generally or in particular cases otherwise determine.

9.7 Capital expenditures. Capital expenditures in excess of $25,000 must be approved at a General Meeting.

9.8 Disposition of property. In the event of the dissolution of ABYS, all property and assets available after the settlement of all liabilities shall be turned over to a charity or charities as determined by the Board at the time of dissolution. Such disposition shall be in accordance with the provisions of Massachusetts General Laws.

9.9 ABYS assets. No part of the assets of ABYS shall inure to the benefit of any member or Board Member or any other individual except that reasonable compensation may be paid for services rendered to or for the organization.

9.10 Gifts. Gifts of money without conditions or with conditions specified in ABYS written solicitations may be accepted by the Treasurer by depositing the case or checks without Board vote. All other gifts may only be accepted by the Board by majority vote except for gifts of real property which may only be accepted by two thirds vote of the Board.

ARTICLE 10.0 AMENDMENTS TO CONSTITUTION AND BYLAWS 
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10.1 Amendment procedure. This Constitution, or any section thereof, may be altered, amended, or repealed, by a 2/3 vote of the voting members present at the Annual General Meeting or at any special general meeting called for that purpose. Written notice of the intent to do such changes shall be made in a local newspapers, at least 14 days prior to the meeting at which such proposed changes shall be submitted to a vote, and shall state that where copies of the proposed changes can be obtained. Any proposed changes to the Constitution must be presented in writing to the Secretary at least 45 days prior to the date of the General Meeting.