Eastshore Alliance Futbol Club Bylaws
A California Nonprofit Public Benefit Corporation
BYLAWS
(Adopted on June 1, 2023)
ARTICLE 1
Name and Service Area
The name of this corporation is Eastshore Alliance Futbol Club (hereinafter referred to as “EAFC”).
EAFC serves families in the cities of Berkeley, Albany, El Cerrito, and surrounding areas.
The principal address of the corporation for the transaction of its business is as follows: 748 Gilman Street, Berkeley, CA 94710.
ARTICLE 2
Purpose and Nonprofit Status
The purpose of EAFC is to support youth soccer players to achieve their full potential by providing a holistic, integrated program that develops players and coaches and educates parents in a positive, membership-driven community, as well as further the development of youth soccer players in Alameda and Contra Costa Counties, and to advance, promote and administer the game of soccer at the competitive level among youth without regard to race, gender, or economic advantage.
EAFC shall be nonprofit and nonpartisan in its operation. No substantial part of the activities of EAFC shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation. EAFC shall not participate or intervene in any political campaign on behalf of any candidate for public office or against any measure being submitted to the people for a vote.
ARTICLE 3
Affiliation
EAFC may affiliate with other regional soccer leagues and registering bodies for the purpose of organizing the playing and promotion of youth soccer. They are henceforth referred to as “Affiliated Leagues” or “the League”. The corporation is currently associated with the Alameda Contra Costa Youth Soccer League (ACCYSL), the California Youth Soccer Association (CYSA), US Club Soccer (USCS), the United States Soccer Federation (USSF), US Youth Soccer Association (USYSA) and NorCal Premier Soccer. Such affiliations and associations may change from time to time.
ARTICLE 4
Bylaws and Authorities
Governance. EAFC is governed by these Bylaws.
Governing Authority. The governing authority of EAFC shall be its board of directors (the “Board of Directors” or the “Board”), whose powers and responsibilities are described in these Bylaws and the California Nonprofit Corporation Law. The Board shall have sole power to manage the business and affairs of the corporation. Without limiting the foregoing, the Board shall have the sole authority to elect directors, approve mergers and sales of assets and amend the articles of incorporation and Bylaws of this corporation.
Accountability. All member teams, which include their players, coaches, parents, guardians, referees, staff and the EAFC Board of Directors shall abide by these Bylaws and all relevant Codes of Conduct as set forth by the Board of Directors, and all applicable rules and regulations of the Affiliated Leagues and other associations with which the EAFC is affiliate.
ARTICLE 5
Membership, Rights
Members. EAFC shall have no members.
Rights of Board of Directors. While the Board of Directors may provide for memberships from time to time with such rights (not including the matters in the last sentence of Section 2 of Article 4 above) as it shall provide, no holders of such memberships shall be "members" as such term is defined in Section 5056 of California Corporations Code (the “Code”).
ARTICLE 6
Registration, Fiscal Year, Dues and Fees
Fiscal Year. The fiscal year of EAFC shall be determined by the Board of Directors.
Dues and Fees. EAFC shall charge such dues and other fees for participation in its program as shall be established by the Board of Directors.
ARTICLE 7
Selection and Duties of the Board of Directors
Board Size. The Board of Directors shall consist of a minimum of five (5) Board members and a maximum of nine (9) members. The Board shall specify the size of the Board from time to time. The Board shall appoint from its members the following officers: President, Vice President, Secretary and Treasurer, the duties of which are described in Article 9.
Election of Board Members. All directors shall be elected by the Board of Directors. The Board shall fill by election all vacancies on the Board that occur prior to expiration of the director’s term, and a director elected to fill such vacancy shall serve for the unexpired term of his or her predecessor. Directors shall be divided into classes as provided in Section 4 below, and shall be elected by the presently seated members of the Board at an organizational meeting held for such purpose annually at a time fixed by the Board between May 1 and July 31 of each year. At such meeting those directors up for election shall be elected for their terms as specified in Section 4, and Board officers specified in Article 9 shall be appointed. Officers shall serve for one year terms unless otherwise specified by the Board.
Restriction Regarding Interested Directors. Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the members serving on the Board may be interested persons. For purposes of this section, “interested persons” means either:
Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full-time or part-time officer or other employees, independent contractors, or otherwise; or
Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.
Any “interested person” may serve as a director only in accordance with these Bylaws and the corporation’s policy on transactions with interested directors.
Term. Except for the initial term of the Class I Directors (as defined below), the term of each member of the Board shall be twenty-four (24) months. The Board shall be and is divided into two (2) classes: (i) the first class of directors (“Class I Directors”) shall initially consist of three (3) members including Thomas Donnelly (President), Erina Atkins-Hadad (Treasurer), and Bridget Collins, and will be up for reelection by the end of June 2024 and thereafter every twenty-four (24) months; and (ii) the second class of directors (“Class II Directors”) shall initially consist of four (4) members including David Greene (Vice President), Janet Yokoyama (Secretary), Lauren Battung, and Lauren Gradia, and will be up for reelection by the end of June 2025 and thereafter every twenty-four (24) months. Notwithstanding the expiration of a director’s term of office or resignation, each director shall continue in office until his or her successor is elected and qualified. Whenever the size the Board is adjusted, or members are elected (whether to fill vacancies or otherwise), the Board shall specify to what class a new director belongs and shall do so in a matter that maintains the size of the two (2) classes as equal as possible.
Term Limits. No director shall serve for more than three (3) consecutive terms.
Meetings, Notice, Quorum, and Voting. The Board of Directors may meet monthly or otherwise as the Board provides but not less frequently than once every three (3) months. A quorum of the Board shall consist of not less than fifty percent (50%) of the full Board. The Board may act by a majority vote of the Board of Directors present at the meeting at which a quorum is present. Each Board member shall have one (1) vote; Board members holding more than one (1) office shall be limited to one (1) vote.
Action by Written Consent. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board consent in writing to such action. Such written consent shall be filed with the minutes of the proceedings of the Board. Email constitutes an acceptable form of writing.
Business.
The general supervision and management of the business of EAFC is vested in the Board of Directors. In doing so, the Board shall have the full powers contemplated by the Code.
The Board shall adopt an annual budget and establish registration fees as it deems appropriate.
The Board shall establish policies and adhere to existing policies of Affiliated Leagues and registering bodies on the formation of affiliated teams, registration of players and teams, flighting of teams within those leagues, play, length, and dates of playing seasons, creation and selection of competitive teams, and involvement of EAFC in tournaments and other competitions.
If a director of coaching, grassroots director, executive director or other staff director position is open, the Board will consider candidates recommended by the Executive Committee, meet to discuss the candidates, and vote on the prospective candidates before an offer is made to fill the role. Similarly, if the Executive Committee recommends terminating any director of coaching, grassroots director, executive director of other staff director, the Board will meet to discuss and vote on the recommended termination.
Contracts. The Board of Directors shall have the sole authority to enter into and terminate contracts requiring EAFC to pay more than $50,000 annually. Otherwise, the Executive Committee shall have this contracting authority. The President (or any other officer authorized to do so by the Board, either from time to time or in the specific instance) shall have the authority to sign approved contracts on behalf of EAFC.
No one shall receive compensation for service as a director. Directors may be employees of EAFC in other capacities, subject to the conflict of interest policy as set forth in Article 13 of these bylaws.
The Executive Committee of the Board has discretion to offer discounts to any other Board member (e.g., discounts on registration fees) as documented in standard Board-approved policies. These discounts must be approved by the Budgeting Committee if out of budget cycle.
Delegation of Authority by Officers and Board. The Board may delegate authority to committees and subcommittees but retain full responsibility for the performance or exercise of the powers, duties, and responsibilities that they have delegated. They also are responsible for negligence and its consequences in the exercise of the delegated authority.
Attendance. All members of the Board shall be required to attend at least fifty percent (50%) of the regularly scheduled Board meetings held within the previous twelve-month period. Non-attendance may result in removal from the Board unless an exception is granted by the Board upon a majority vote of the Board.
Removal of Board Members. Any Director may be removed without cause from Board membership by a majority vote of the Board.
Resignation. A Board member may resign for any reason effective upon written notice to the President and Vice President of the Board, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor elected shall assume the office when the resignation becomes effective. E-mail is a sufficient means of notice.
ARTICLE 8
Duties of Executive Committee
Members of Executive Committee. The Board of Directors’ Executive Committee shall consist of the President, Vice President, Secretary, Treasurer, executive director(s), and such other directors as from time to time may be designated by the Board as members of the Executive Committee. For the avoidance of doubt, executive directors are not members of the Board. The executive directors can attend Board meetings but shall not have the right to vote in any Board meetings. When more than one (1) executive director position exists in the club, both will be on the Executive Committee with a maximum of two (2) positions in this role. The Executive Committee shall have the full power of the Board to act on all matters other than those which, under applicable law, cannot be delegated to a committee.
Duties of Executive Committee.
The Executive Committee oversees the day-to-day operations of EAFC, on behalf of and subject to the direction of the Board of Directors.
The duties of the members of the Executive Committee shall include, but are not limited to, serving as the strategic, operational, and visionary leaders of the club, managing the strategic and operational plan and budget, in a manner that reflects the long-term objectives of the club.
Except as provided in Section 8.d (Business) of Article 7 above, the Executive Committee shall approve the terms and conditions of all new staff hires and staff terminations.
The Board shall retain exclusive authority over the following:
the approval of any action for which this part also requires approval of the members or approval of a majority of all members, regardless of whether EAFC has members;
the filling of vacancies on the Board or in any committee which has the authority of the Board;
the fixing of compensation of the directors for serving on the Board or on any committee;
the amendment or repeal of Bylaws or the adoption of new Bylaws;
the amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;
the appointment of committees of the Board or the members thereof;
the expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected;
the approval of any self-dealing transaction except as provided in paragraph (3) of subdivision (d) of Section 5233 of the Code.
Action by Executive Committee. A quorum of a meeting of the Executive Committee shall consist of not less than fifty percent (50%) of the currently serving Executive Committee members. The Executive Committee may act by a majority vote of the members of the Executive Committee present at the meeting at which a quorum is present. If the Executive Committee is voting and there is a tie, the vote may be taken to the Board for resolution. In the case of a tie again, the vote will be recast until there is resolution. Any action required or permitted to be taken by the Executive Committee may be taken without a meeting if all members of the Executive Committee consent in writing to such action.
Committee Rules. The Executive Committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board.
Committee Secretary. The Executive Committee may appoint a secretary, who shall keep attendance records and minutes of the Executive Committee’s meetings.
ARTICLE 9
Duties of Officers
President: No candidate may be nominated for President unless such candidate has served on the Board of Directors for at least one (1) year prior to the nomination for President. The President shall be the Chair of the Board of Directors. In the absence of the President, the Chair shall be determined in order of (2) through (4) in this Article 9 (Vice President, Secretary, and Treasurer). The President shall:
Preside over all meetings of the Executive Committee and the Board of Directors.
Be a member (ex officio) of all committees except the Nominating Committee and the Financial Review Committee (if such committees exist).
Be the official spokesperson for EAFC, except when the President at their discretion delegates that responsibility.
Be the EAFC representative at all League meetings, except when at their discretion, that responsibility is delegated to another.
Provide supervision over compliance and performance of all staff, employees and contractors authorized by the Board.
Make the final decision on the hiring or termination of the executive director, director of coaching, grassroots director and other staff director position(s), if the Executive Committee fails to make a recommendation in accordance with Section 2.c (Duties of Executive Committee) of Article 8 above and/or the Board fails to make the decision after the Executive Committee presents it to the Board.
Vice President: The Vice President shall:
Act as an aide to the President and in the absence of the President, perform all duties of the President.
Have responsibilities for overseeing and coordinating the administrative functions of EAFC.
Be the alternate representative at all League meetings.
The Vice President shall not automatically succeed to the office of the President, but anyone elected to such position must be willing to consider a subsequent nomination for President when that office becomes vacant.
Secretary: The Secretary shall:
Plan arrangements for Board meeting locations.
Notify Board members of meetings requiring attendance of the Board of Directors.
Keep an accurate record of the proceedings of all scheduled meetings of the Board of Directors.
Shall prepare and distribute minutes for such meetings by the next scheduled meeting.
Keep a record of all policy decisions of the Board and make such decisions readily available at all meetings.
Keep a record of all correspondence for EAFC.
Preserve all records, reports, and official documents of EAFC except those specifically assigned to the custody of other Board members.
Treasurer: The Treasurer shall:
Receive all monies for EAFC and oversee the deposits into such Bank accounts as approved by the Board unless delegated to one of the executive directors.
Pay (or authorize the executive director to pay) all such sums in a timely manner, in accordance with the approved budget as authorized by the Board unless delegated to one of the executive directors.
Keep an accurate record of all transactions, receipts, and disbursements.
Be responsible for the timely filing of all legally required filings unless delegated to one of the executive directors.
Present a statement of account to the Board once a quarter.
Develop procedures to encourage the fiscal responsibility of EAFC.
Propose a budget to be presented annually to the Board.
Be the Chair of the Budget Committee.
Immediate Past President: The immediate past President may serve in an advisory role to the Board for up to twelve (12) months after the election of a new President. The immediate Past President will confirm their intentions to be an advisor in writing to the Board. The immediate past President may or may not be a Board member.
The Board of Directors may appoint other officers, whether directors or nondirectors, which such titles and responsibilities as the Board of Directors may from time to time provide.
ARTICLE 10
Standing and Special Committees
Standing Committees Appointed by the President. The following Standing Committees may be appointed annually by the President with the consent of the Board. The term of service of these Committees shall be the same as the term of the officers. Committees that have non-director members shall have such authority as is granted in these Bylaws or by the Board but shall not have any of the authority of the Board. No such committee may exercise powers of the Board if it includes as members any persons who are not directors. Further, no such committee may take any action that the Board could not delegate to a committee under the Code, including the actions specified in Section 2.d of Article 8.
Budget Committee. The Budget Committee shall prepare, in a timely manner, an annual budget for each fiscal year for approval by the Board of Directors. The Budget Committee shall have at least (3) three Board members as part of the Committee. The Budget Committee shall be chaired by the Treasurer. The Treasurer shall add additional members at their discretion.
Disciplinary Committee. The Disciplinary Committee shall: 1) be responsible for hearing protests, ejections, appeals, and complaints; 2) administer discipline; and 3) present a written report of its findings and disciplinary decisions to the Executive Committee. The Disciplinary Committee shall hold fair and impartial hearings into all matters brought before it and shall follow the CYSA guidelines to be used in determining what, if any, discipline is to be imposed. The Disciplinary Committee shall be chaired the Vice President and have at least one (1) other Board member and at least one (1) executive director as part of the Committee. The Vice President shall add additional members at their discretion.
Financial Review Committee. The Financial Review Committee shall provide an independent review of the financial or operational aspects of EAFC at least once every two (2) years. A written report of the findings of the Financial Review Committee will be provided to the Board. The Financial Review Committee shall have at least two (2) Board members appointed by the President (although neither the President nor the Treasurer shall serve on this committee). The President shall add additional members at their discretion.
Special Committees. Special Committees shall be appointed by the President or the Board of Directors to assist them at any time, and to delegate investigative, planning, or routine administrative duties. The powers, rights, and duties of these Committees shall be provided for in the motion creating them or in the instructions provided to them. These Committees report only to the authority that appointed them. These Committees shall cease to exist when its final report is disposed of. These Committees may be dissolved by the authority that created them.
Removing Committee Members. A member of a Committee who is unable or fails to perform their duties shall be removed and notified of their removal by the appointing or electing authority.
Replacing Committee Members. The members of a committee may be replaced by the appointing or electing authority.
ARTICLE 11
Changes to Bylaws
These Bylaws may be amended by the Board from time to time.
ARTICLE 12
Values Statement
EAFC shall have an official ‘Statement of Values’ that shall be a guide to making policies and decisions. Requests to modify the Statement of Values shall follow the rules for modification of the Bylaws as presented in Article 11.
EAFC shall have an official ‘Implementation of Statement of Values in Practice’ (ISVP) document (which may also be referred to as Mission Statement or Our Mission) posted to the website, that shall give specifics of how our statement of values will be carried out in day-to-day operations, team practices and games, and all other club activities.
ARTICLE 13
Conflict of Interest and Compensation Approval Policies
The purpose of this conflict of interest policy is to protect this tax-exempt corporation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or any disqualified person as defined in Section 4958(1)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in a possible excess benefit transaction as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
DEFINITIONS
Interested Person. Any director, principal officer, member of a committee with Board delegated powers, or any other person who is a "disqualified person" as defined in Section 4958(f) Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations, who has a direct or indirect financial interest, as defined below, is an interested person.
Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: (1) an ownership or investment interest in any entity with which the corporation has a transaction or arrangement, (2) a compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement, or (3) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangements.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate governing Board or committee decides that a conflict of interest exists.
CONFLICT OF INTEREST AVOIDANCE PROCEDURES
Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with Board delegated powers considering the proposed transaction or arrangement.
Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists.
Procedures for Addressing the Conflict of Interest. An interested person may make a presentation at the Board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
The chairperson of the Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the Board or committee shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter the transaction or arrangements.
Violations of the Conflicts of Interest Policy. If the Board or committee has reasonable cause to believe a member of the Board has failed to disclose conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose if, after hearing the member's response and after making further investigation as warranted by the circumstances, the Board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
ARTICLE 14
Non-Liability of Directors
The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
ARTICLE 15
Indemnification by Corporation of Directors, Officers, Employees, and other Agents
To the extent that a person who is, or was, a director, officer, employee, or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative, or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the corporation, or has been successful in defense of any claim, issue, or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.
ARTICLE 16
Dissolution
Upon dissolution or winding up of the corporation, any EAFC assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes, and which has established its tax-exempt status under Section 501 (c) (3) of the Internal Revenue Code.
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