BYLAWS
OF
TANQUE VERDE SOCCER CLUB (TVSC),
an Arizona nonprofit corporation
ARTICLE I
GENERAL PROVISIONS
Section 1. Name. The purpose of this nonprofit corporation is more fully set forth in the Articles of Incorporation but generally it is to contribute to the continued positive development of youth in our community by providing recreational, instructional and competitive soccer opportunities that grow character, sportsmanship, encourage physical fitness and a healthy lifestyle, while furthering lover for the game of soccer; as well as supporting the development of the student athlete in our community.
ARTICLE II
PLACE OF BUSINESS
The principal place of business shall be 8987 Tanque Verde, #309-397, Tucson, Arizona 85749, with branch offices at such places, either within or without the State of Arizona, as may be established from time to time by the board of directors or executive at any time upon ratification by the board of directors.
ARTICLE III
MEMBERSHIP
The corporation shall not have or issue stock or have voting members as authorized by A.R.S. § 10-3601. The corporation's business affairs shall be managed and carried out by the board of directors, executive committee and officers. The board of directors may establish from time to time membership classifications for the best interests of the corporation. The executive committee shall establish and amend from time to time such benefits, rules and regulations as it deems proper for such membership classifications established by the board. Members shall be subject to such rules and regulations, and shall be entitled to such benefits including any certificates of membership for which they may be eligible. Members shall be those persons shown as members on the books of the corporation. Membership or certificates of membership cannot be transferred, sold, assigned or pledged except as provided by the rules and regulations established for such membership or certificate. The executive committee shall establish such qualifications and privileges of membership and the amount and frequency of payment of any dues for each membership and the amount and frequency of payment of any dues for each membership classification. The executive committee shall establish any meetings for members, and the rules and regulations for the conduct of the meetings, including all matters such as location, notice proxy, quorum, and voting.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. Corporate Powers. The board of directors shall have general policy charge, control and management of the affairs, funds and property of the corporation and shall have the power to amend the Articles of Incorporation and the power to adopt, amend and repeal Bylaws and to adopt necessary rules and regulations for the conduct of the affairs of the corporation as may from time to time seem proper, except as delegated to the executive committee in the Articles of these Bylaws.
Section 2. Quorum. A majority of the directors in office present in person or telephonically shall be necessary to constitute a quorum for the transaction of the business of the corporation, and the acts of a majority of the directors present in person or telephonically at a meeting at which a quorum is present shall be the acts of the board of directors, unless a larger vote is provided herein.
Section 3. Number of Directors. The board of directors shall consist of no less than three (3) individuals. The original board named in the Articles shall establish the initial number of directors which shall serve until any increase or decrease voted by the board. Any increase in the number of directors serving on the board shall require a majority of a quorum. The number of directors serving on the board may be decreased by majority vote of a quorum provided that the number be not less than three (3) as required by A.R.S. § 10-3803, or shorten the term of an incumbent director required by said section.
Section 4. Presiding Officer. The president of the corporation shall preside at all meetings of the board. In the absence of the president, the vice president shall preside, and in the absence of the vice president, the board shall elect, as the first order of business, a chairman of the meeting.
Section 5. Nomination and Vacancies. A director shall serve for a period from the date of appointment until the next annual meeting of the board, unless earlier removal resignation of other termination for any reason. Any existing director shall automatically be reappointed at the next annual meeting unless removed by the remaining directors as provided herein. A director may resign at any time by written notice given to the corporation. A director may be removed for any reason by a majority vote of the other directors. A nomination or appointment of a director to fill any vacancy on the board shall be made by a majority vote of the existing directors then serving on the board, at an annual meeting or special meeting held for such purpose. Any newly created directorship shall be deemed a vacancy. A person so elected to fill a vacancy shall serve until the next regular annual meeting of the board, at which time said person may automatically be reappointed or a successor may be elected in accordance with the procedure hereinabove set forth. Directors need not be a resident of Arizona or a member of the corporation.
Section 6. Meetings. Annual meetings of the board shall be held on the third Friday in December of each year. Special meetings of the board may be held on the call of the president or at least a majority of the directors, at the time and date designated in a notice of such meeting. Any notice of meeting shall be mailed to each director ten (10) days prior to the date for said meeting, or the notice of meeting may be waived by the directors.
Section 7. Action by Resolution. The board of directors shall, except as otherwise provided by law, have power to act in the following manner: A resolution in writing, signed by fifty-one percent (51%) of all the directors of the board of directors, shall be deemed to be action by such board to the effect therein expressed, with the same force and effect as if the same had been duly passed by the same vote at a duly convened meeting, and it shall be the duty of the secretary of the corporation to record such resolution in the minute book of the corporation under its proper date.
Section 8. Committees. There shall be an executive committee consisting of the officers and such other members of the board as the board shall elect, provided that the total number of person serving on the executive committee shall not exceed a majority of the directors. The executive committee shall have full power to bind the board on all matters other than those expressly reserved to the board in the Articles or these Bylaws. The executive committee shall establish from time to time such rules and regulations for each membership classification created by the board. The members of the executive committee shall serve until removed, replaced or otherwise terminated. Office members shall serve while acting as incumbent officers. Nonofficer members shall be elected by the board at its annual meeting. A nonofficer member may be removed at any time by the board. The board may designate from among the directors one or more other committees with such authority and duties as the board determines. No committee, however, may exercise authority of the board with reference to filling vacancies of the board or any committee, to adopting, amending or repealing the Bylaws, or to fixing compensation of directors as restricted by A.R.S. § 10-3825.
Section 9. Compensation. The director of the corporation and all members of committees shall serve without salary or other compensation; provided, however, that said persons may be reimbursed or advanced funds for necessary travel and other expenses incurred or to be incurred on behalf of the corporation, as provided by the board.
ARTIVLE V
OFFICERS
Section 1. Officers. The officers of the corporation shall be: president, vice president, secretary, treasurer and any assistant treasurer of secretaries adopted by the board. Each officer shall be a member of the board. All officers shall be elected at the earlier resignation, removal or other termination for any other reason. Any number of offices, except the offices of president and secretary, may be held by the same person. Each of such officers shall perform the duties usually incident to the respective office, including those hereinafter more particularly mentioned, and such other duties as may be assigned to each of them by the executive committee.
Section 2. President. The president shall preside at all meetings of the members of the board. Under the direction of the executive committee, he or she shall have general charge of the business of the corporations; shall execute, with the secretary, all deeds, contracts, and instruments authorized by the board.
Section 3. Vice President. The vice president shall be vested with all the powers and the duties of the president in the event of the absence of disability of the latter.
Section 4. Secretary. The secretary shall keep the minutes of the meetings of the members of the board and shall execute all deeds, contracts and instruments authorized by the board.
Section 5 Treasurer. The treasurer shall receive and deposit all monies or funds of the corporation, in such depositories as may be selected by the executive committee, he or she shall disburse the funds of the corporation in the manner directed by the executives committee. The treasurer shall render to the board, whenever they may require, accounts of all his transactions as treasurer.
Section 6. Assistant Treasurer and Secretaries. The executive committee may, from time to time as the need requires, elect one (1) or more assistant treasurers and one (1) or more assistant secretaries whose duties will be such as may be assigned to by the executive committee.
Section 7. Removal, Contract, Rights and Compensation. An officer may be removed by the executive committee at any time for any reason, and a replacement appointed to serve until the next annual meeting. No election or appointment of an officer or agent shall be deemed to create contract right of employment. No officer shall be paid a salary or other compensation hereunder unless approved in writing by the executive committee, but shall be reimbursed or advanced funds for costs or expenses incurred or to be incurred on behalf of the corporation, as approved by the executive committee.
ARTICLE VI
PROFESSIONAL STAFF
Section 1. Employees. The executive committee may employ or fix the compensation of the employees of the corporation other than officer who shall have such duties as the executive committee may designate from time to time. Any director may also serve as an employee of the corporation.
Section 2. Other Employees. The executive committee shall contract with, or otherwise fix the term of employment of such other persons as it may deem necessary for the proper conduct of the business of the corporation.
ARTICLE VII
INDEMNIFICATION
The corporation shall indemnify each of its officers, directors, and employees, whether or not then in office (and its executors, administrators and heirs) against all reasonable expenses actually and necessarily incurred by him or her, including but not limited to judgments, attorney' fees and court costs in connection with the defense of any litigation or administrative proceeding to which he or she may have been made a party because he or she is or was a director, officer, or employee of the corporation , provided, however, he or she shall have no right to reimbursement in relation to matters which he or she has been adjudged liable to the corporation as provided in Article VIII of the Articles of Incorporation.
ARTICLE VIII
AMENDMENTS
Section 1. Articles of Incorporation. The Articles of Incorporation may be amended or repealed, or new articles restated or adopted by vote of a majority of the total number of directors of the corporation. Said amendment may be voted at any regular or special meeting of board of directors.
Section 2. Bylaws. These Bylaws may be amended or repealed and news bylaws may be adopted by a vote of a majority of the total number of directors of corporation. Said amendments may be voted up on at any regular or special meeting of the board of directors.
APPROVED at the first annual meeting of the board of directors May 4th, 2010.