Last Revised: April 24, 2023

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ARTICLE I

Name

The name of this Corporation shall be Pen Bay Soccer Club.

ARTICLE II

Offices

Section 1. Principal Office. The principal office for the transaction of the business of the corporation shall be located in the State of Maine at the location selected from time to time by the Board of Directors.

Section 2. Other Offices. The Board of Directors may at any time establish branch or subordinate offices at any place or places, within or without the State of Maine.

ARTICLE III

Purposes and Affiliations

Section 1. Purpose and Mission. This Corporation has been established exclusively for all such charitable, religious, educational and scientific purposes as are permitted to organizations exempt from federal income tax under Section 501 (c)(3) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code. Notwithstanding any other provision of the Articles of Incorporation or the Bylaws, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation. The corporation shall have all the powers necessary to carry out the purposes as are permitted non-profit corporations under Title 13-B of the Maine Revised Statutes Annotated.

The mission of the corporation is to challenge players to enhance their soccer skills, leadership qualities, and team awareness in a positive, safe and inclusive environment. Sportsmanship will be promoted at all times through respect for opponents, officials, teammates and supporters. Quality coaching, with encouragement from parents and community members, will be used to nurture players in developing their skills on and off the field.

To fulfill this mission, the specific purposes of the corporation shall be:

1. To develop, promote, serve and administer the game of soccer in towns served by the following high schools: Mt. View, Belfast, Camden Hills, Oceanside and Medomak Valley within Knox, Lincoln and Waldo Counties, State of Maine.

2. (b) To encourage, support and assist in player development in competitive soccer programs for youth players of all ages in towns served by the following high schools: Mt. View, Belfast, Camden Hills, Oceanside and Medomak Valley within Knox, Lincoln and Waldo Counties, State of Maine.

3. To encourage, support and assist in the growth and development of tournaments for teams of all ages, genders and playing abilities in Maine.

4. To promote education, training and licensing opportunities for players, coaches and referees participating in the game of soccer in towns served by the following high schools: Mt. View, Belfast, Camden Hills, Oceanside and Medomak Valley within Knox, Lincoln and Waldo Counties, State of Maine.

Section 2. Affiliations. The corporation shall maintain affiliations with Soccer Maine, United Soccer Federation of Maine, United States Soccer Federation, United States Youth Soccer Association, and other soccer-related groups as appropriate. In doing so, the corporation shall comply with the rules and policies of such organizations as required to maintain such affiliations. 

Section 3. Limitations.

A. No substantial part of the activities of the corporation shall consist of the carrying on of propaganda, or otherwise attempting to influence legislation and the corporation shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.

B. No part of the net earnings of the corporation shall inure to the benefit of any member, director or officer of the Corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation in carrying out one or more of its purposes), and no member, director or officer of the corporation, or any private individual, shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation. Upon the dissolution of the corporation or the termination of its activities, the assets of the corporation remaining after the payment of all its liabilities shall be distributed exclusively to one or more organizations organized and operated exclusively for such purposes as shall then qualify as an exempt organization or organizations under the Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and as a charitable, religious, eleemosynary, benevolent or educational corporation within the meaning of Title 13-B of the Maine Revised Statutes as amended.

C. The corporation shall be an equal opportunity and affirmative action employer, and it shall not discriminate on the basis of age, race, religion, color, creed, gender, sexual preference, handicap or national origin:

i. in the persons served by the corporation;

ii. in the hiring, assignment, promotion, salary determination or other conditions of staff employment; or

iii. in the membership of its Board of Directors.

D. The corporation shall neither have nor exercise any power, nor shall it engage directly or indirectly in any activity, that would invalidate its status as a corporation which is exempt from federal income taxation as an organization described in section 501 (c)(3) of the Internal Revenue Code of 1986, or any successor provision.

E. If the corporation is determined to be a private foundation, it will:

i. not engage in any act of self-dealing which would give rise to any liability for the tax imposed by Section 4941 of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.

ii. distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.

iii. not retain any excess business holding which would give rise to any liability for the tax imposed by Section 4943 of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.

iv. not make any investments in such manner as to incur tax liability under Section 4944 of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.

v. not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.

ARTICLE IV

Board of Directors

Section 1. Number. The number of Directors shall be as set by the Board of Directors from time to time, provided there shall always be at least five (5) and not more than twelve (12) directors.

Section 2. Selection, Qualification and Term. The first Board of Directors shall be appointed by the incorporators. The initial Board shall be appointed for staggered terms of one and two years terms such that approximately one-half of the Board shall be elected each year, and thereafter, all directors shall serve for three year terms and until their successors are elected and qualified, except in the case of their earlier death, resignation or removal from office. Prior to the expiration of the terms of Directors, the Board of Directors then in office shall elect Directors to serve to succeed the Directors whose terms are expiring. At all times the Board of Directors will make every effort to have at least one (1) Director who is a resident of one of the towns constituting the Southern District, Central District and Northern District as follows:

Southern District: Rockland, Thomaston, Warren, St. George, Friendship and Waldoboro, Union (Medomak Valley). 

Central District: Camden, Rockport, Vinalhaven, North Haven, Islesboro, Lincolnville, Hope and Appleton (Camden Hills Region, Islands).

Northern District: Belfast, Searsport, Brooks, Unity and Liberty (Belfast and Mt. View).

The Board of Directors may from time to time, at its discretion, add or subtract towns from each District so as to reconfigure the towns constituting each district. The remaining directors shall serve at large.

Section 3. Vacancies, Resignation and Removal. Any vacancy in the Board of Directors, including newly created directorships created by an increase in the number of directors, shall be filled at the time such vacancy arises or at any time thereafter by majority vote of the remaining directors in office. Any director may resign from office by delivering a written resignation to the President, Vice President or Governance director.  Any director may be removed from office, with or without cause, upon the vote of two-thirds of the other directors then in office.

Section 4. Powers. The Board of Directors shall manage and control the business, property and affairs of the corporation. The Board may further delegate authority to committees or to individual Directors as it deems necessary for the carrying out of the purposes and business of the corporation.

Section 5. Executive Director. The Board of Directors may appoint and hire an Executive Director who shall be responsible to the Board for the administrative and business management of the corporation and to perform such other duties as the Board shall determine. The Executive Director shall not be a member of Board of Directors.

Section 6. Ex-Officio Directors. From time to time, by majority vote of the Directors then serving in office, the Board of Directors may designate additional Ex-Officio Directors without voting rights who shall not be counted in determining the presence of a quorum.

ARTICLE V

Meetings of the Board of Directors

Section 1. Annual Meeting. The annual meeting of the Board of Directors shall be held by the end of April of each year at such time and place as the Board of Directors may determine. Each director shall be notified of the time, place and date of such meeting at least three days in advance thereof in writing, by telephone, by email, or in-person by the President, the Vice President, the Treasurer or Governance director of the corporation.

Section 2. Special Meetings. Special meetings of the Board of Directors may be called by the President, the Treasurer or a majority of the Board of Directors. The person or persons calling the special meeting shall fix the time and place thereof. Unless notice of a special meeting is waived in the manner prescribed by law or these bylaws, notice of each special meeting of the Board of Directors, in writing, by telephone, by email or in person, shall be given by the person or persons calling the special meeting at least 48 hours in advance thereof. Except as required for an amendment of the Bylaws, neither the business to be transacted at, nor the purpose of, any annual or special meeting of the Board of Directors need be specified in the notice of the meeting.

Section 3. Attendance as Waiver of Notice. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except if a director attends for the express purpose, stated at the commencement of the meeting, of objecting to the transaction of any business because the meeting has not been lawfully convened.

Section 4. Quorum and Vote Required. At any meeting of the directors, a majority of the directors then in office shall constitute a quorum for the transaction of business. The directors present at a duly convened meeting at which a quorum was once present may continue to do business and take action at the meeting notwithstanding the withdrawal of enough directors to leave less than a quorum. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice if the time and place to which it is adjourned are fixed and announced at the time of adjournment. The vote of a majority of the directors present at a meeting at which a quorum is or has been present shall be the act of the Board of Directors unless the vote of a greater number is required elsewhere in these bylaws or by law.

Section 5. Action by Consent. Any action required or permitted to be taken at a meeting of the directors, or of a committee of the directors, may be taken without a meeting if all of the directors, or all of the members of the committee, as the case may be, sign written consents setting forth the action taken or to be taken, at any time before or after the intended effective date of such action. Such consents shall be filed with the minutes of directors’ meetings or committee meetings, as the case may be, and shall have, and may be stated by any officer of the Corporation to have, the same effect as a unanimous vote or resolution of the Board of Directors or such committee at a duly convened meeting thereof. Any such action taken by unanimous written consents may, but need not be, set forth in such consents in the form of resolutions or votes.

Section 6. Telephone Meetings. Members of the Board of Directors or of any committee designated thereby may participate in a meeting of the Board or of such committee, as the case may be, by means of conference telephone, video conference, or similar communications by means of which all persons participating in the meeting can hear each other, and participating in a meeting in such manner by any member who does not object at the beginning of such meeting to the holding thereof in such manner shall constitute presence in person at such meeting.

ARTICLE VI

Committees

Section 1. Creation. The Board of Directors may by resolution at any meeting of the Board designate standing, ad hoc, and/or special committees of the Board. The Board may appoint an Advisory Council. The terms of appointment and expectations of service of any advisory group shall be determined by the Board of Directors.

Section 2. Membership. Unless otherwise provided for in these Bylaws, the Board of Directors shall appoint the chair of each committee, who shall be a voting member of the Board of Directors, and the chair of each committee shall appoint the other committee members in consultation with the President. Unless otherwise provided for in these Bylaws, any committee designated by the Board of Directors may include as full voting members of such committees persons who are not voting members of the Board of Directors. Each committee shall have the powers delegated to it by the Board of Directors and in accordance with the laws of the State of Maine. Each committee shall keep minutes of its proceedings and report to the Board of Directors.

Section 3. Committee Meetings. Unless otherwise provided for in these Bylaws, a majority of the members serving on a Committee constitutes a quorum for the meeting of the Committee and the vote of a simple majority of those present at a meeting at which a quorum is present constitutes an action of the Committee. Each Committee shall determine and schedule its meetings.

Section 4. Executive Committee. The Board of Directors, by resolution, may designate from among its members an Executive Committee consisting of the President, Vice President, Director of Coaching and Player Development, Treasurer, Governance director and Registrar, and may delegate to such Executive Committee all the authority of the Board of Directors in the management of the corporation’s business and affairs in the interim between Board of Directors meetings, except as limited by law or by the resolution establishing the Executive Committee or by any other resolution thereafter adopted by the Board of Directors, provided however, the Executive Committee shall not have the power to adopt the corporation’s budget, to take any action which is contrary to or a substantial departure from any direction established by the Board of Directors, to amend the Bylaws or Articles of Incorporation, to adopt a plan of merger or consolidation, to sell or dispose of substantially all of the property or assets of the corporation or to voluntarily dissolve the corporation. Vacancies in the membership of the Executive Committee shall be filled by resolution adopted by the Board of Directors then in office. Members of the Executive Committee may be removed from membership on such committee, with or without cause, by resolution adopted by the Board of Directors. The Executive Committee shall meet as requested by the President. Notice of the time and place of meetings shall be given to each member with not less than 24 hours notice. Three (3) members of the Executive Committee must be present to constitute a quorum for the transaction of business. The President shall act as chair of the Executive Committee.

ARTICLE VII

Officers

Section 1. Number. The officers of the corporation shall be a President, a Vice President, a Director of Coaching and Player Development, a Governance director,  a Registrar, a Treasurer, and a  Risk Manager. All officers shall be elected to office from among the directors then serving at the time of election. Officers may hold more than one office as needed. Board Minutes will be taken and that duty will be shared/rotated amongst members of the board.

Section 2. Compensation of Officers. The officers of the corporation shall serve without compensation, although officers shall be entitled to be paid the cost of reasonable expenses incurred in the course of their duties.

Section 3. Vacancies, Term and Removal. The Officers shall be elected to serve a one (1) year term and, except in the case of death, resignation or removal, shall hold office until their successors are chosen and qualify. All officers must also be directors. Any officer may be removed, with or without cause, at any time at any Board of Directors meeting at which a quorum is present by vote of two thirds of the number of directors then serving in office. Vacancies among officers shall be filled by majority vote of the directors present at any regular or special meeting of directors at which a quorum is present.

Section 4. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the Board of Directors, shall have charge of the general management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.

Section 5. Vice President. The Vice President shall, in case of the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. 

Section 6. Director of Coaching and Player Development: S/he shall be responsible for ensuring adequate licensing, education and performance of coaches in conformance with the policies of the corporation. In addition, s/he shall assist in the development of players through the use of training sessions, off-season play and other methodologies as available.

Section 7. Governance director. The Governance director shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision they shall be. The Governance director shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the same.

Section 8. Registrar: S/he will maintain compliance with Soccer Maine requirements for player, coach, manager and team registration and will ensure that coaches are aware of all related deadlines. The Registrar shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision the Registrar shall be.

Section 9. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements. The Treasurer shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision the Treasurer shall be.

Section 10. Risk Manager. The Risk Manager shall be responsible for ensuring the club’s compliance with USYSA and Soccer Maine requirements as well as industry guidance and best practices for minimizing the club’s risk. This includes ensuring that insurance coverage and policies are current and that club members, especially board members, coaches and other team personnel, are knowledgeable of and adhere to their role in minimizing risk for the club. The Risk manager shall report annually to the  board of directors.

Section 11. Bonding. Any officer or employee of the corporation having access to or major responsibility for the handling of money or securities of the corporation shall, if required by the Board of Directors, give such security to the faithful performance of his or her duties as the Board of Directors may require.

ARTICLE VIII

Indemnification and Insurance

Section 1. Indemnification. Every person who is or shall be or shall have been a Director, Officer or employee of the Corporation and his or her personal representatives shall be indemnified by the corporation against all costs and expenses reasonably incurred or imposed upon him or her in connection with or resulting from any action, suit, or proceeding to which he or she may be made a party by reason of his or her being or having been a Director, Officer or employee of the corporation, except in relation to any matters as to which he or she shall finally be adjudicated in such action, suit, or proceeding to have acted in bad faith and other than in the reasonable belief that his or her action was in the best interests of the corporation or, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. Costs and expenses of actions for which this Article provides indemnification shall include among other things, attorney’s fees, damages and reasonable amounts paid in settlement.

Section 2. Insurance. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or other enterprise against any liability asserted against that person and incurred by that person in any such capacity, or arising out of that person’s status as such, whether or not the corporation would have the power to indemnify that person against such liability under this section.

ARTICLE IX

Financial Matters

Section 1. Deposit of Funds. All funds of the corporation not otherwise employed shall be deposited in such banks or trust companies or with such bankers or other depositories as the Board of Directors may from time to time determine.

Section 2. Checks. All checks, drafts, endorsements, contracts, agreements, notes and evidences of indebtedness of the corporation shall be signed by such officer or officers or agent or agents of the corporation and in such manner as the Board of Directors may from time to time determine.

Section 3. Fiscal Year. The fiscal year of the corporation shall end on December 31.

ARTICLE X

Amendment of Bylaws

The Bylaws of the corporation shall be subject to amendment or repeal, and new bylaws may be made, by the Board of Directors at any annual or special meeting thereof by a two-thirds vote of the voting Directors then serving in office. Any proposal to amend these bylaws shall be included with the notice of the meeting at which the amendment is proposed

 

Pen Bay Soccer Club Officers

President/Treasurer- Patrick Costigan

Vice President – NA

Governance – Sarah Scordino

Registrar – Dan Williams 

Director of Coaching and Player Development – Ryan Hurley

Risk Manager – Jay Andrews

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