By-Laws of Capital Soccer Association, Inc.
(A Florida Not-For-Profit Corporation)

I. Name of Organization

This corporation will be known as Capital Soccer Association, Inc., a nonprofit Florida corporation. It is hereafter referred to as CSA.

II. Affiliation

Capital Soccer Association, Inc., is affiliated with the Florida Youth Soccer Association and is subject to its constitution and bylaws. The Board of Directors may, by a majority vote of directors present at a
meeting, decide to terminate this affiliation and/or affiliate with another soccer organization or club.

III. Purpose

A. To promote amateur soccer.

B. To offer instructional soccer for boys and girls between the ages of 4and 15.

C. To teach boys and girls between the ages of 4 and 15 good sportsmanship, cooperation with others, and teamwork.

IV. Management

The Corporate powers, property, and affairs of CSA shall be exercised, conducted, and controlled by its Board of Directors.

V. General Membership

A. Membership Eligibility

1. Anyone interested in youth soccer is eligible to join CSA.

2. Registered players and their parents or guardians are members of CSA.

3. Coaches, members of the Board of Directors and other active volunteers are members of CSA.

B. Membership and Registration Fees.

1. Player registration fees will be determined by the Board of Directors prior to the beginning of registration for each season

2. The board of directors may assess other fees as needed.

C. Termination of a Member.

Any membership may be terminated by majority vote of the board of directors for non-payment of fees, or for good cause. Prior to the taking of a vote to terminate a person’s membership, the affected person shall be notified to the right to a hearing before the Board of Directors. The President, or the President’s designee, shall preside over the proceedings. Each member of the Board of Directors shall be entitled to cast one vote to determine whether the person’s membership will be terminated, however, in the event of a tie vote, the President’s vote shall count twice.

D. Voting Rights.

Members who are 18 years of age or older are eligible to vote at the annual meeting and other meetings.

E. Meetings.

1. At least one annual meeting of the general membership shall be held in May of each year for the election of officers and board members and for other business as determined by the board. The Board of Directors shall provide notice of such meeting to the membership at least two weeks prior to the meeting.

2. Additional meetings shall be held at the call of the President or upon the request of at least three members of the Board of Directors.

VI. Board of Directors

A. Composition and Terms.

1. The Board of Directors is limited to 20 members including officers. Each director shall be at least 18 years of age, and shall be a member of CSA during the term of the directorship.

2. Terms of office shall be for a period of one year commencing on July 1 and ending on June 30 of the following year. The President, Vice President, Treasurer, and Secretary shall be limited to serving four consecutive years in a
given position. A member may hold an office for four years and then hold a different office, or return to the same office after 12 months have elapsed.

B. Nominations.

1. Any person demonstrating genuine interest in the purposes and functions of CSA is eligible for membership on the CSA Board of Directors.

2. A nominating committee of at least three general members including at least two board members shall be appointed by the President not later than March 15 of each year. This committee shall nominate people to fill all board positions including the offices of President, Vice President, Treasurer, and Secretary. The committee shall announce their nominations by April 15.

3. Nominations will be accepted at the annual meeting and added to the ballot at that time.

C. Elections and Appointments.

1. Board members and officers will be elected at the annual meeting by a majority of the members present at the meeting who are eligible to vote.

2. Unfilled board positions or those vacated between annual meetings can be filled by appointment by the President with consent from a majority of the Board of Directors.

D. Termination of Board Members.

The Board of Directors may terminate membership on the board for any director who fails to attend three consecutive regular meetings without having an excused absence from the President or Vice President, or upon recommendation of the executive committee with approval by a majority of the board for good cause shown.

E. Board Meetings.

The Board of Directors shall meet not less than once monthly. Additional meetings may be held at the call of the President. Meetings may also be called at the request of at least three members of the board of directors.

F. Quorum.

A quorum to conduct business consists of not less than one half of the members of the board of directors.

G. Parliamentary Procedure.

The board of directors will function in accordance with the procedures in Robert's Rules of Order, which is the official parliamentary procedure manual for this corporation.

VII. Officers

A. Executive Committee.

The Executive Committee shall consist of the President, Vice President, Treasurer and Secretary.

B. Term of Office.

Each officer shall hold office until the Annual Meeting of the Membership, and until a successor has been duly elected. The Board of Directors may remove any Officer from his office pursuant to the terms set forth in provision VI (D) above.

C. President.

1. The President shall be the chief executive officer of CSA, shall have the responsibility of the general management and supervision of day-to-day of the affairs of CSA. The President shall carry out the resolutions of the Board of

2. Among other duties, the President shall:

a. Schedule monthly CSA board meetings and provide agendas for such meetings;

b. Prepare an annual calendar/schedule for CSA;

c. Schedule the annual CSA membership meeting and provide agenda;

d. Preside over all board and annual meetings;

e. Coordinate the Directors of the U5-U14 age groups, including the Rec Plus Director;

f. Oversee and coordinate any decisions and communication regarding closing of fields due to bad weather;

g. Maintain up to date coach roster;

h. Serve as the official spokesperson for CSA to all outside groups and organizations;

i. Attend FYSA Annual General Meeting or designate other director(s) to attend in his place; and

j. Review and sign all contracts and agreements on behalf of CSA.

D. Vice President.

1. Preside over meetings and represent CSA when the President is unavailable;

2. Review and sign all contracts and agreements on behalf of CSA when the President is unavailable or otherwise directs;

3. Coordinate and maintain all practice field assignments;

4. Coordinate Field Requests with City of Tallahassee or its designee;

5. Coordinate coach and player training clinics with board approved individual/organization;

6. Coordinate Jamboree;

7. Coordinate League Photographs;

8. Carry out assignments delegated by the President; and

9. Carry out all duties of the President whenever the President is absent from a meeting, out of town, or disabled.

E. Treasurer.

1. Develop an annual CSA budget to be presented to the Board of Directors by June of each year;

2. Present monthly financial reports to CSA board;

3. Maintain all CSA financial records and accounts;

4. Check the CSA mail box on a regular basis;

5. Coordinate Coach Discounts;

6. Prepare and submit tax return to the Internal Revenue Service;

7. Deposit all receipts;

8. Pay all legitimate invoices and fees;

9 Reconcile all bank accounts with bank statements on a monthly basis; and

10. Obtain new signature cards from the bank after each election, obtain signatures of all officers on the account and return executed signature cards to the bank.

F. Secretary.

1. Record minutes at all board meetings, the annual general meeting and all other general membership meetings;

2. Schedule board meeting locations;

3. Provide a copy of the minutes from the previous meeting to all board members at each meeting;

4. Coordinate and oversee preparation of annual general meeting and coach appreciation dinner;

5. Secure Certificates of Insurance as needed;

6. Communicate and coordinate content on CSA Website with Webmaster;

7. Maintain CSA archives;

8. Coordinate all broadcast emails; and

9. Communicate with members as directed by CSA President.

G. Age Division Directors

1. There shall be between two and five members of the Board of Directors that shall serve as coordinators of the different age divisions within CSA;

2. At its meeting each April, the Board of Directors shall determine the number of Age Division Directors for the upcoming year as well as the age groups assigned to each director;

3. Each Age Division Director shall have the following responsibilities:

a. Solicit and coordinate coaches;

b. Create and manage team rosters;

c. Manage player data entry and changes in registration software as necessary;

d. Oversee and coordinate day to day running of the age division; and

e. Maintain communication with President regarding any issues that arise.

4. In addition to those responsibilities set forth in provision VII(G)(3) above, The Skeeters Division Director shall also:

a. Coordinate training with board approved individual/organization.

b. Order and distribute Skeeter T-shirts; and

c. Coordinate with Registrar to register Assistant Coaches with FYSA.

5. In addition to those responsibilities set forth in provision VII(G)(3) above, any Division Director whose age group plays its games at Morningside Baptist
Church shall:

a. Purchase paint and supplies to line fields;

b. Line fields every other week;

c. Repair nets as needed; and

d. Coordinate parking issues with Church staff.

6. In addition to those responsibilities set forth in provision VII (G)(3) above, each Director assigned to the U10, U12 and U14 age divisions shall for his division(s):

a. Input player rating information into registration software;

b. Compile player rating forms; and

c. Handle any issues with Referees.

H. Equipment and Logistics Director

1. Work with President to order and distribute all uniforms;

2. Work with President to order and distribute equipment to each team; and

3. Maintain inventory during off-seasons.

I. Registrar

1. Register each player, coach, assistant coach, and volunteer with FYSA.;

2. Serve Registrar to FYSA;

3. Coordinate any on-site registrations or each soccer season; and

4. Coordinate on-line registration and entry of information into registration software.

J. Outreach and Marketing

1. Coordinate all marketing efforts for CSA registrations;

2. Respond to email inquires from CSA email mail box; and

3. Solicit and obtain sponsorships.

K. Other Directors (with no specific area of responsibility)

1. Assist other Directors with specific responsibilities in completing responsibilities;

2. Attend and assist with league events;

3. Carry out responsibilities as assigned by the President.

VIII. Committees

A. The board of directors shall establish standing and ad hoc committees as needed.

B. The Board of Directors shall provide all new committees and members of each committee with a list of duties and responsibilities.

IX. Amendments

A. Notice of Intent to Change Bylaws.

Not less than seven calendar days prior to any meeting at which an amendment to these by-laws will be considered, written notice shall be delivered to each member of the Board of Directors along with a copy of any and all amendments to be offered.

B. Procedure for Amendment.

Upon proper notice as set forth in provision IX (A), the By-laws of Capital Soccer Association, Inc., may be amended by a two-third vote of those members of the Board of Directors present at any regular meeting or at any special meeting called for that purpose where there is a quorum.

X. Indemnification for Actions on Behalf of CSA

A. Definition of Parties Covered.

Any person who was, or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a director, officer, employee, or agent of CSA, or is or was serving at the request of CSA as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall be indemnified by CSA for expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding, including any appeal thereof unless the conduct of such person is finally adjudged by a court or is determined by CSA in the specific case to have been grossly negligent or to constitute willful misconduct. Any determination by CSA that a person’s conduct constitutes gross negligence or willful misconduct shall be made by a majority vote of a quorum consisting of members of the Board of Directors who were not parties to the action, suit, or proceeding;

B. Payment of Expenses and Coverage Period.

Expenses (including attorneys' fees), of a director, officer, employee, or agent of CSA, or person serving at the request of CSA as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, incurred in defending a civil or criminal action, suit, or proceeding shall be paid by CSA in advance of the final disposition of such action, suit. Indemnification hereunder shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person. The foregoing rights of indemnification shall not be deemed exclusive of any other rights to which any such
person may otherwise be entitled apart from these By-laws.

C. Authorization For Purchase of Insurance.

The Board of Directors may authorize the purchase and maintenance of policies of insurance on behalf of any person who is or was a director, officer, employee, or agency to CSA, or is or was serving at the request of CSA as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not CSA would have the power to indemnify him or her against such liability under the provisions of these By-laws.

D. Disclosure of Payments.

If any expenses or other amounts are paid by way of indemnification (other than by court order, action by the board, or an insurance carrier pursuant to insurance maintained by CSA), CSA shall deliver either personally or by mail to each voting member at the time at the time said expenses or other are paid, a statement detailing the person paid, the amounts paid, and the nature and status at the time of such payment of the litigation or threatened litigation. Said statement shall be distributed to each general member along with the written notice of the next annual meeting. If notice for an upcoming general meeting has been given but the meeting has not taken place, then the statement shall be provided to all general members within two business days.

XI. Miscellaneous

A. Records Required to Be Kept.

1. A complete and correct set of records and books of all financial accounts.

2. Minutes of any and all meetings of the Board of Directors, any and all meetings of the General Membership and any meeting of committee appointed by the Board of Directors.

3. A current list of members including each member’s name, address, city, state, zip code, telephone number(s) and electronic mail address.

B. Fiscal Year.

The fiscal year of CSA shall be from midnight, July 1 through 11:59 p.m. of the following June 30 unless otherwise set by the Board of Directors.

C. Dissolution.

Upon the dissolution of CSA all remaining assets shall be donated to Leon County, Florida or some other nonprofit agency for the public use and benefit.

• To be submitted and considered by CSA Board of Directors on May 2, 2006 at the General Meeting.