By-Laws of the Hamilton Wildcats F.C., Inc.

Article One: Purpose

These by-laws define how the Hamilton Wildcats F.C., Inc. is organized and for what purposes:

  1. To foster amateur athletic competition in girls soccer, as a qualified amateur sports organization under Section 501(c)(3) of the Internal Revenue Code of 1954 {26 U.S.C.A. §501(c)(3)}, consistent with the requirements of Section 501(j) of the Internal Revenue Code of 1954 {26 U.S.C.A. §501(j)}.
  2. To make distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code {26 U.S.C.A. §501(c)(3)} or any successor statute;
  3. To seek donations of personaltyand funds from businesses or individuals to support achievement of the purposes and goals of theHamilton Wildcats F.C., Inc.;
  4. To engage in any activity within the purposes for which corporations may be organized under the New Jersey Nonprofit Corporations Act, N.J.S.A. 15A:1 et seq.

Article Two: Seal

The Hamilton Wildcats F.C., Inc. shall have a seal with the name of the Corporation, the year of its organization, and the words "Corporate Seal", "Not for Profit" and "New Jersey" appearing thereon.

Article Three: Offices and Agent

The Registered Office of the Hamilton Wildcats F.C., Inc. shall be located at 22 Chambers Street, Suite 300 Trenton, New Jersey 08542. The Hamilton Wildcats F.C., Inc. may also establish and have offices at such other place or places as may from time to time be designated by the Executive Board of Directors.

The Registered Agent of the Hamilton Wildcats F.C., Inc. at the Registered Office is Michael W. Herbert, Esq.

Article Four: Members

The Hamilton Wildcats F.C., Inc. has members who are the participants in the organization including the athletes, their parents, and other persons interested in assisting the organization, and may be subject to submission of application to the Executive Board of Directors and payment of donations and/or dues as may be designated.

Article Five: Meetings of the Hamilton Wildcats F.C., Inc.

  1. Annual Meeting. The Annual Meeting of the Hamilton Wildcats F.C., Inc. for the election of the Executive Board of Directors and for the transaction of such other business as may properly come before the Directors at such meeting, shall be held at the Registered Office at 22 Chambers Street, Suite 300, in the Borough of Princeton and State of New Jersey, or at such other place the Board of Directors may designate, on the 4th Sunday of June in each year.
    1. No business shall be conducted at an Annual Meeting unless a quorum of the Executive Board of Directors is present. The organization shall also hold monthly meetings to discuss regular business only when a quorum of executive members are present.
  2. Quorum. The presence, in person or by proxy, of at least sixty-seven(67%) percent of the Directors entitled to vote shall be necessary to constitute a quorum at all Annual and Special Meetings of the Hamilton Wildcats F.C., Inc.
  3. Special Meetings. Special meetings of the Executive Board of Directors may be called by any member of the Executive Board of Directors of the Hamilton Wildcats F.C., Inc. It shall be the duty of the President of the Executive Board of Directors to call such meeting whenever so requested. Notice of all such Special Meetings shall specify the purpose or purposes thereof, and no other business than that specified in such notice shall be considered at any such meeting except upon unanimous consent of all Directors present at such meeting.
    1. No business shall be conducted at any special meeting unless a quorum of two-thirds or 67% is present.
  4. Notice of Meetings. A written or printed notice of each Annual or Special Meeting of the Executive Directors of the Corporation, signed by the President, Vice President or Administrator, which shall state the time, place and purpose(s) of such meeting shall be delivered personally or by regular mail, not less than ten (10) days nor more than sixty (60) days before the date of said meeting, to each Director of record entitled to notice. If mailed, the notice shall be mailed or e-mailed to the Director at that Director's address as it appears on the records of the Corporation, unless such Director shall have filed with the Administrator of the Corporation a written request that said notices be mailed or e-mailed to some other address, in which case it shall be mailed or e-mailed to the address designated in such request. Any Executive Director may, in writing including e-mail, waive notice of any meeting, and such waiver may be signed before or after the meeting.
  5. Action without Meeting. The Executive Directors may take action without a meeting by written consent in the manner prescribed by New Jersey law (such as through e-mail or letter). Such written consent or consents shall be filed in the minute book of the Corporation.

Article Six: Directors

  1. Number, Term of Office and Removal. The Executive Board of Directors of the Hamilton Wildcats F.C., Inc. shall consist of eight (8) members. Executive Directors shall be residents of the State of New Jersey, or they shall have their principal place of business or employment located in the State of New Jersey and shall be "carded" coaches and assistant coaches in the organization. The Executive Directors shall be elected at the Annual Meeting of the Executive Directors of the Corporation, and each Executive Director shall be elected to serve a two-year term until the Annual Meeting of Executive Directors for the year of expiration for the specific position, or until his or her successor shall have been elected and qualified or until their earlier resignation or removal. The Executive Board of Directors is elected by the membership of the Executive Board. Specifically, each term shall be staggered initially, with the Vice President, League Representative, Coaching Director and trustee (1) positions having their terms up after one year; the President, Treasurer, Administrator and trustees (2) having their terms up after two years. The candidates for each office shall be selected by the full Board of Directors, and the positions up for election shall be voted on by the whole Board. Each candidate can only run for one position during each vote. Any Executive Director may be removed, with cause, by the full body of the Executive Directors, minus that Director whose removal is sought, and his or her successor elected, by a vote of the full body of the Executive Directors, minus that Director whose removal is sought at a Special Meeting called for such purpose. Any other vacancy occurring in the Executive Board of Directors may be filled for the unexpired term by the majority of the remaining Executive Directors of the Board of Directors.
  2. Duties and Powers. The Executive Board of Directors shall have the control and management of the affairs of the Corporation and shall exercise all such powers of the Corporation, and do all such lawful acts and things necessary or expedient in the control and management thereof, as are required to be exercised or done by the Directors The Directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, so long as same are not in conflict with New Jersey law. In the event of a tie vote, the vote of the President shall control. The Executive Board of Directors shall seek input and advice from the organization membership prior to all major decisions.
  3. Meetings. Meeting of the Executive Board of Directors shall be held at the office of the Corporation, or at any other place which the President or a majority of the Executive Board of Directors may from time to time designate. There shall be an Annual Meeting of the Executive Board of Directors held upon the day of their election at the Annual Meeting of the Directors, or as soon thereafter as convenient. At such meeting, the Executive Board of Directors shall elect a Chairman and conduct such other business as may properly come before the Board. Other regular meetings of the Executive Board of Directors shall be held at such times and places as the Executive Board of Directors shall from time to time by resolution prescribe. The Administrator of the Corporation shall call a meeting of the Executive Board of Directors whenever requested in writing (e-mail) by the Chairman or by a majority of the Directors of the Executive Board of Directors. Ten (10) days notice shall be given to each Director by the Administrator of each meeting of the Executive Board of Directors. Such notice may be given by mail, e-mail or in person. The Executive Board of Directors may meet to transact business at any time and place without notice, provided all Directors shall be present, or if any Director or Directors are not present, said Directors(s) shall waive notice of such meeting in writing. Sixty - seven percent of the Directors shall constitute a quorum for the transaction of business, but the Director or Directors present, if less than a quorum, may adjourn any meeting from time to time until such quorum shall be present. All matters coming before the Executive Board of Directors shall be determined and decided by the majority vote of the quorum, with the exception of removal of a Board Director. Such action will require a full body vote of the Executive Board of Directors.
  4. Action without Meeting. The Executive Board of Directors may act without a meeting if, prior to such action, each member of the Executive Board of Directors shall consent in writing (e-mail) thereto. Such consent or consents shall be filed in the minute book of the Corporation.
  5. Compensation. The members of the Executive Board of Directors shall not receive any compensation for their services as Directors.
  6. Committees of Directors. The Executive Board of Directors, by resolution adopted by the full body of its members, may designate one or more committees, to the extent provided in said resolution, to have and exercise the authority of the Board in the management of the Corporation, but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board or any individual Director of any responsibility imposed upon the Board or any individual Director in accordance with these By -Laws and the laws of the State of New Jersey.

Article Seven: Waivers of Notice

Any notice required by these By-laws, the Articles of Incorporation or the laws of the State of New Jersey may be waived in writing by any person entitled to notice. The waiver or waivers may be executed either before, at or after the event with respect to which notice is waived. Each Director attending a meeting without protesting the lack of proper notice prior to the conclusion of said meeting shall be deemed conclusively to have waived such notice.

Article Eight: Officers

  1. Election. The Executive Board of Directors immediately after the Annual Meeting of the Directors shall meet and elect a President, Vice President, Administrator and Treasurer. They may elect such other officers as the needs of the Corporation may from time to time require. All Officers shall serve for a two (2) year term, subject to the staggered beginning of the terms as set forth above, or until the election and qualification of their successors or until their earlier resignation or removal, subject to the power of the Directors to remove any officer by the full body vote of the Executive Board of Directors, minus the officer whose removal is sought. Any two or more offices may not be held by the same person, no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law or by the By-laws to be executed, acknowledged, or verified by two or more Officers. Appointment or election to a corporate office shall not, of itself, establish or create contract rights.
  2. President. The President shall preside at all meetings of the Executive Board of Directors, and shall call to order all meetings of the Directors. The President shall be the Chief Executive Officer of the Corporation and shall perform all duties commonly incident to his or her office and shall have general supervision of the affairs of the Corporation, subject to the authority of the Executive Board of Directors. The President shall report to the Executive Board of Directors from all matters coming to his or her notice, relating to the interests of the Corporation that should be brought to the attention of the Executive Board of Directors.
  3. Vice President. The Vice President shall perform such duties and have such authority as from time to time may be delegated to him or her by the Executive Board of Directors. The Vice President, at the discretion of the Executive Board of Directors, shall have and exercise all the powers and duties of the President in case of the President's absence or inability to act, and shall have check-signing privileges.
  4. ADMINISTRATOR. The Administrator shall cause notices of all meetings to be served as prescribed in these By-laws and keep or cause to be kept the minutes of all meetings of the Executive Board of Directors. The Administrator shall have charge of the seal of the Corporation. The Administrator shall perform such other duties and possess such other powers as are incident to that office or as are assigned by the Executive Board of Directors.
  5. Treasurer. The Treasurer shall have the care and custody of all the funds and securities of the Corporation, and shall perform such other duties as the Executive Board of Directors may from time to time prescribe. The Treasurer shall keep or cause to be kept full and accurate regular books of accounts. The Treasurer shall prepare and distribute to the Board a monthly financial statement that includes a specific listing of all income and expenses that follows the principles of sound accounting. The Treasurer shall develop a yearly budget and revisions for the club, presides over all financial obligations concerning the stability and financial soundness of the corporation, has check signing privileges and develops standing orders on financial procedures, and shall file all tax returns subsequent to approval by the Board.
  6. TRUSTEES. Responsible for assisting with financial records and development of yearly budgets for club. Provides audit oversight of financial transactions of the club and other duties as prescribed by the Board.
  7. LEAGUE REPRESENTATIVE. Liaison with South Jersey Girls Soccer League or other leagues designated for play. Is official spokesperson for club with league representatives. Ensures that Hamilton Wildcats F.C., Inc., is represented at all league meetings. Shall be responsible for assuring the club is adhering to all Rules of the South Jersey Girls Soccer League.
  8. COACHING DIRECTOR. Oversees the assignment of coaches and trainers to teams as approved by the Board of Directors, as well as assuring that the coaches and trainers carry out their duties and adhere to the guidelines and principles of coaching and sportsmanship. Shall notify the Board of Directors of any incidents involving coaches and trainers that require disciplinary actions. The Board of Directors will then determine by majority whether or not a hearing will be held. Shall serve as the hearing officer for all disciplinary actions and hearings for coaches and trainers. Shall report at least on a monthly basis to the Board of Directors on all coaching and training issues. Final decision on all disciplinary actions against coaches and trainers shall be decided after a hearing (or waiver thereof) of the full body of the Board of Directors.
  9. DIRECTORS. Voting members of the Board who are assigned ad hoc duties at direction of President. These duties include conducting a self-audit at the end of the fiscal year.
  10. COMMITTEES:
    1. Fundraising: Organizes and implements Hamilton Wildcats Fundraising duties. Can request representative from each team. Works directly with President, Financial Administrator and Treasurer on reporting annual fundraising activities.
    2. Uniforms and Equipment: Conducts inventory of all uniforms and club equipment. Coordinates with the Board of Directors on working with manufacturers to purchase new uniforms, and equipment when necessary.
    3. Other committees may be developed and assigned as needed by the Board of Directors.
  11. COACHES AND TEAMS:
    1. All "carded" coaches and assistant coaches are members of the Hamilton Wildcats FC organization and are responsible for attending meetings. Although both head coaches and assistants are encouraged to attend meetings, each team gets only one vote during club-wide votes on certain actions and decisions generally affecting the overall policies of the club, as defined by the Executive Board of Directors. No coach and/or member of this organization may act in any way that violates the rules of the organization and the rules of conduct for New Jersey Youth Soccer. Any violation of such rules shall result in the filing of charges against the offender by the Executive Board of Directors, followed by a due process hearing before the Executive Board of Directors that could result in fines, suspensions and/or expulsion.
    2. No team may hold a separate bank account, nor function separately, financially outside of the jurisdiction of the corporation and the Executive Board of Directors.
    3. Each team will give input and advice to the Executive Board through only one of its members, its Head Coach or his or her representative.
  12. REGULAR MEETINGS.  Hamilton Wildcats F.C. coaches will meet the fourth Sunday of each month, with the exception of December. Executive Board sessions shall be held immediately before the club meeting. Each team must be represented at coaches meetings. If the coach or assistant cannot attend, another adult representative must be assigned to represent that team.

Article Nine: Fiscal Year

The fiscal year of the Corporation shall begin on July 1 and end on June 30 of the following consecutive year.

Article Ten: Amendments

These By-laws may be altered, amended, or repealed by the full vote of the members of the Executive Board of Directors at a meeting of same. Any By-laws adopted, amended or repealed by the Executive Board of Directors may be amended or repealed by the full vote of the Directors of the Corporation at a meeting called for such purpose.

Article Eleven: Indemnification

Every person who is or was a Director or officer, employee or agent of the Corporation, or any person who serves or has served in any capacity with any other enterprise at the request of the Corporation, shall be indemnified by the Corporation to the fullest extent permitted by law. The Corporation shall indemnify such persons against all expenses and liabilities reasonably incurred by or imposed on them in connection with any proceedings to which they have been or may be made parties, or any proceedings in which they may become involved by reason of being or having been a Director or officer of the Corporation, or by reason of serving or having served another enterprise at the request of the Corporation, whether or not in the capacities of Directors or officers of the Corporation at the time the expense or liabilities are incurred.

Wherefore the undersigned acknowledge and certify that these By-laws were duly adopted by the Executive Board of Directors of the Hamilton Wildcats F.C., Inc. on February __, 2009.