TALLAHASSEE UNITED FUTBOL CLUB, INC.

 

 

1. Name - The name of the corporation is "TALLAHASSEE UNITED FUTBOL CLUB, INC." ("TUFC").

 

2. Purposes - TUFC is a nonprofit, charitable, educational organization, without capital stock, organized pursuant to terms of the Florida Nonprofit Corporation Code. The funds and property of TUFC, after payment of necessary expenses, shall be devoted exclusively to charitable and educational purposes and to foster state, nation, and international amateur soccer player development and competition as such purposes are interpreted under the provisions of Section 501 (c) (3) of the United States Internal Revenue Code of 1954, as amended. 

 

3. Registered Office and Agent - TUFC shall maintain a registered office in the State of Florida, and shall have a registered agent whose address is identical with the address of such registered office, in accordance with applicable law.

 

4. Corporate Seal - TUFC’s seal shall be in such form as the Board of Directors may, from time to time, determine.

 

5. Fiscal Year - The fiscal year of TUFC shall be May 1 to April 30. The Board of Directors is authorized to change the same from time to time, as it deems appropriate, so long as the Internal Revenue Service approves such change.

 

6. Governing Instruments - The Corporation shall be governed by its articles of incorporation and its bylaws, subject to the Florida Nonprofit Corporation Code and the limitations of Section 501 (c) (3) of the Unites States Internal Revenue Code.

 

7. Tax-Exempt Status. The affairs of the corporation at all times shall be conducted in such a manner as to assure its status as a "publicly supported" organization as defined in section 509(a)(I) or section 509(a)(2) or section 509(a)(3) of the Internal Revenue Code. and so in other ways to qualify for exemption from tax pursuant to section 501(c)(3) of the Internal Revenue Code.

 

 

1. Authority and Responsibility - The governing body of TUFC shall be the Board of Directors. The Board of Directors shall direct the business and affairs of TUFC. In addition to the powers or authority expressly conferred upon the Board of Directors by these Bylaws, the Board of Directors may exercise all such powers of TUFC and do all such lawful acts and take such action as may be authorized by applicable Florida Law. Under no circumstances, however, shall the fundamental and basic purposes of the corporation, as expressed in the articles of incorporation, be amended or changed; and the Board of Directors shall not permit any part of the net earnings or capital to inure to the benefit of any member, director, officer, or private person or individual.

 

2. Number - There shall be as many Directors of the Board as the Board from time to time determine, but not more than nine (9).

 

3. Manner of Election- Term and Composition.- On or before March 1 of each year, Members of the Board of Directors may make nominations to the Board of Directors of TUFC to replace those Directors whose terms expire April 1. The term of a member of the Board of Directors shall be one year. A person may serve up to three consecutive terms. After an absence from the Board of Directors for one year a person again will be eligible for election to the Board of Directors. Directors are to be chosen from those who can make a contribution and have a commitment to the purposes of TUFC. The Board of Directors shall be elected by ballots from the nominations at a called meeting of the Board of Directors for that purpose. New Directors shall take office on April 1.

 

4. Termination – A member of the Board of Directors automatically shall be terminated upon being absent from his or her third board meeting during any six calendar month period. Directors may request in writing their own removal from the Board. Termination occurs automatically upon receipt of said resignation. Directors may be removed from the Board with or without cause by the affirmative vote of sixty-six percent 66% majority of the Directors then in office at a meeting duly called for that purpose.

 

5. Vacancies. A vacancy occurring in the Board of Directors may be filled for the unexpired term by the nomination by the President and upon tine affirmative vote of a majority of the Board of Directors remaining in office. Each director so elected shall hold office until the election at the annual meeting of the Board of Directors and the qualification of his or her successor.

 

6. Compensation - Directors shall not receive any compensation for their services as Directors, but may be reimbursed, by resolution of the Board of Directors, for such expenses, including attendance at meetings, as the Board of Directors deems appropriate.

 

7. Standing Committees of the Board of Directors - There shall be the following Standing Committees comprised of such Board members plus, with the exception of the Executive Committee, such others who can make a contribution and have a commitment to the purposes of TUFC, may be invited to participate. The President shall appoint a Board of Directors Member as Chair for each Standing Committee.

 

A. Finance and Budget Committee

B. Fund Raising and Volunteer Development Committee

C. Registration Committee

D. Team Manager and Treasurer Committee

E. Coaching and Training Committee

F. Team Clothing Committee

 

8. General Powers of Standing Committees - The Board of Directors shall coordinate the volunteer activities of TUFC through Standing Committees. The Board of Directors shall expressly confer the powers or authority of the Board of Directors upon these Standing Committees. The Standing Committees may exercise all such powers of TUFC and do all such lawful acts as may be authorized by applicable the Board of Directors under Florida Law.

 

9. President’s Role on Standing Committees. The President shall be an ex-officio member of all Standing Committees and may vote as a committee member. The Board of Directors, by resolution adopted by a majority of Directors, may designate more or other committees with the authority set

forth in the resolution establishing such committee.

 

10. Authority - Committees or Committee Chair shall have no authority to enter into or bind the TUFC to any legal obligation without an affirmative resolution of the Board of Directors acting as a Board. Such action shall be evidenced by written resolution of the Board of Directors.

 

 

1. Annual Meeting - The Annual Meeting of the Board of Directors shall be held in May of each year, or at other such time as the Board of Directors may determine.

 

2. Regular Meetings - The Board of Directors shall meet at regular scheduled meetings at least once every quarter on dates scheduled, as published by the Board of Directors.

 

3. Special Meetings - Special meeting of the Board of Directors may be called by any three (3) Directors of TUFC, in office at that time.

 

4. Place of Meetings - Directors may hold their meetings at any place within or outside the State of Florida as the Board of Directors, from time to time, may establish for regular meetings, or as is set forth in the Notice of Special Meetings, or, in the event of a meeting held pursuant to waiver of notice, as may be set forth in the waiver.

 

5. Notice of Meetings - Unless otherwise waived as herein provided, the President or Secretary of the TUFC, or any Director, shall give notice to each Director of any meeting stating the time, place, and purpose of the meeting. Such notice shall be given by mailing a notice of the meeting as least two (2) days before the date of the meeting, or by telephone, email or by personal delivery at least two (2) days before the date of the meeting. Attendance by a Director at a meeting shall constitute a waiver of notice of such meeting. Whenever any notice is required to be given to any Director by law, by the Articles of Incorporation, or by these Bylaws, a waiver thereof, in writing, signed by the Director entitled to such notice, whether before of after the meeting to which the waiver pertains, shall be deemed equivalent thereto.

 

6. Quorum - At meetings of the Board of Directors, more than one-half (1/2) of the Directors then in office shall be necessary to constitute a quorum for the transactions of business.

 

7. Vote Required for Action - Except as otherwise provided in this section, or by law, the act of a majority of the Directors present at a meeting at which quorum is present at the time shall be the act of the Board of Directors.

 

8. Action by Directors Without a Meeting - Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a written consent thereto shall be signed by all the Directors and such written consent if filed with the Minutes of the proceedings of the Board. Such consent shall have the same force and effect as a unanimous vote of the Board of Directors, and shall be effective as of the date set forth on such consent.

 

9. Adjournment - A meeting of the Board of Directors, whether or not a quorum is present, may be adjourned by a majority of Directors present to reconvene at a specific time and place. It shall not be necessary to give notice of the reconvened meeting or of business to be transacted, other than by announcement at the meeting, which was adjourned.

  

 

1. Number and Qualifications - The executive officers of the Board of TUFC shall consist of a President, a Vice President / President-Elect, a Secretary, a Registrar, and a Treasurer. The Board of Directors, from time to time, shall create and establish the duties of such other officers, and elect or provide for the appointment of such other officers or assistant officers, as it deems necessary for the efficient management of TUFC. The same person may hold no more than two offices of TUFC, except the offices of the president and secretary.

 

2. Election and Term of Office - All executive officers shall be elected by the Board of Directors and shall serve at the will of the Board of Directors and until their successors have been elected and have been qualified, or until their earlier death, resignation, removal, retirement, or disqualification. The Board of Directors shall conduct annual elections for their officers. The President shall be elected annually from those then Directors so that the President Elect is known in advance of the annual meeting of the Board of Directors each year. The President’s term shall commence following the annual Board meeting and continue until a successor is elected and qualified and installed at the next annual Board meeting of the following year, or until earlier resignation, removal from office or death.

 

3. Compensation - Officers shall not receive any compensation for their services as Officers, but, upon resolution of the Board, may be reimbursed for out of pocket expenses.

 

4. Removal - The Board of Directors, at any meeting of the Board of Directors, may remove any Officer or agent elected by the Board of Directors by majority vote.

 

5. President - The President shall be the chief executive officer of TUFC and shall have general supervision of the business and affairs of TUFC. The President shall be authorized to sign checks, drafts, and other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, and statements and reports required to be filed with the state or federal officials or agencies; and he/she shall be authorized to enter into any contract or agreement and to execute in the corporate name, along with the secretary, any instrument or other writing; and he shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall have the right to supervise and direct the management and operation of the corporation. The President shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall perform such other duties as may be delegated from time to time to the President by the Board of Directors.

 

6. Vice President / President-Elect - The Vice President / President Elect shall perform such duties as a Vice President customarily performs and whatever duties and have whatever powers the President or the Board of Directors may, from time to time, assign the Vice President / President-Elect. The Vice President / President-Elect, in the absence or disability or at the direction of the President, shall perform the duties and exercise me powers of the President.

 

7. Secretary - The Secretary shall keep accurate records of the acts and proceedings of all meetings of the Board of Directors and the committees of the Boards of Directors. The Secretary shall have the authority to give all notices required by law or these Bylaws. The Secretary shall be custodian of the corporate books, records, contracts, and other documents. The Secretary may affix the corporate seal to any lawfully executed documents requiring it and shall sign such instruments as may require the Secretary signature. The Secretary shall keep a complete record of the membership of TUFC. The Secretary shall perform whatever additional duties and have whatever additional powers the President or Board of Directors, from time to time, may assign the Secretary.

 

8. Registrar – The Registrar shall be charged with the management of the affiliation and registration of TUFC, its players, coaches, managers and key personnel with whichever league, regional or national sanctioning organization(s) under which TUFC may choose to affiliate. 

 

9. Treasurer - The Treasurer shall be charged with the management of financial affairs of TUFC and shall have custody of all funds and securities belonging to TUFC and shall receive, deposit, or disburse the same under the direction of the President. The Treasurer shall keep full and true accounts of all receipts and disbursements and shall make such reports of the same to the Board of Directors and the President upon request. If required by the Board of Directors, the Treasurer shall give the corporation a bond (in such form, in such sum, and with such surety or sureties as shall be satisfactory to me board) for the faithful performance of the duties of his / her office and for the restoration to the corporation, in case of his death, resignation, retirement, or removal from office of all books, papers, vouchers, money and other property of whatever kind in his possession or under his / her control belonging to the corporation. The Treasurer shall perform whatever additional duties and have whatever additional powers the President or Board of Directors, from time to time, may assign the Treasurer.

 

9. Authority - Officers shall have such authority to act and to legally bind TUFC only as provided by law and by the Board of Directors, as long as any action responds to the directives of the Board of Directors.

  

 

1. Execution of Documents. - The Officers of TUFC are hereby authorized in name and on behalf of the Corporation, to execute and to deliver any and all promissory notes, mortgages, lease agreements, deeds of trust, deeds to secure debt, security agreements, assignment of collateral, assumption agreements, loan agreements, estoppel certificates, indemnities, guaranties, operating agreements, management agreements, affidavits, oversight management agreements, employee agreements, independent contractor agreements, partnership agreements, resolutions any and all amendments thereto, an any other instruments of any kind or nature whatsoever, and to take from time to time any other actions deemed necessary or desirable by such Officers to carry out the intent of the foregoing resolutions, and to execute documents and secure loans and/ or grants upon the terms and conditions which such Officers shall in their discretion deem appropriate.

 

 

1. Checks. Drafts. Notes. Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents, of the corporation and in such other manner as may from time to time be determined by resolution of the Board of Directors.

 

2. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

 

3. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation. Appropriate recognition of the gift to the donor shall be made as soon as possible after receipt of gift.

 

4. Books and Records. - TUFC shall keep, or cause to be kept full, complete and accurate books of account and other records showing the assets, liabilities, costs, expenditures, receipts and other such similar matters. Such books shall be the property of me TUFC, will be kept in accordance with sound accounting principles and procedures consistently applied and will be open to the reasonable inspection and examination by the Board of Directors. Such books of accounts shall be maintained at such a place as me Directors may determine.

 

5. Financial Reports. - Within one hundred twenty days following the end of each fiscal year of the TUFC, TUFC shall cause to be prepared and delivered by the Treasurer to me Board of Directors unaudited financial statements of TUFC for such fiscal year.

 

1. Waiver of Notice. - Any notice required by these by-laws or by law, to be given to any Officer or Director or other person may be waived in writing, either before or after the event to which it relates, and shall be deemed waived with respect to any meeting, along with any objections to the time or place of such meeting, by appearance at such meeting, except when such person attends a meeting for sole me purpose of stating, at the beginning of the meeting, any objection to the transaction of business.

 

2. Approval. - Written approval of the minutes of any meeting, either before or after the meeting, shall be deemed waiver of notice of such meeting, or shall be deemed an appearance at such meeting.

 

3. Consent. - An action required to be taken by members of the Board of Directors or a Standing Committee, which may be taken at a meeting of the Board of Directors or any Standing Committee, as the case may be, will constitute consent by the Board of Directors or a Standing Committee. The Secretary of TUFC shall file such consents with the minutes of the proceedings of the Board of Directors.

 

 

1. Indemnification of Directors and Officers. - Each person who is or was a Director or Officer of TUFC shall be indemnified by TUFC against those expenses (including reasonable attorney’s fees), judgments, fines and amounts paid in settlement which are allowed to be paid, advanced or reimbursed by TUFC under the laws of the State of Florida and which are actually and reasonably incurred in connection with any action, suit or proceeding, pending or threatened, whether civil, criminal, arbitrative, administrative or investigative, or whether formal or informal, in which such person may be involved by reason of being or having been a Director or Officer of TUFC. Such indemnification or reimbursement shall be made only in accordance with the laws of the State of Florida.

 

2. Indemnification Not Exclusive of Other Rights. The indemnification provided in Section 10.1 above shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the articles of incorporation or bylaws, or any agreement, vote of members or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, trustee or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

 

3. Insurance. In accordance with the law of the State of Florida, TUFC may purchase and maintain insurance, at its expense, on behalf of an individual who is or was a Director or Officer of TUFC and arising from his or her status as a Director or Officer, whether or not TUFC would have power to indemnify such Directors and Officers against the same liability under this Article.

 

 

Any director, officer, or employee of TUFC, who has an interest in a contract or other transaction presented to the Board or a committee thereof for authorization, approval, or ratification, shall make a prompt and full disclosure of his/her interest to the Board or committee prior to acting on such contract or transaction. Such disclosure shall include any relevant and material facts known to such person about the contract or transaction which might reasonably be adverse to the corporation’s interest. The body to which such disclosure is made shall thereupon determine by a vote of seventy-five percent (75%) of me board members entitled to vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict of interest is deemed to exist, such person shall not vote on, nor use his or her personal influence on, nor participate (other than to present factual information, or respond to questions) in the discussions or deliberations with respect to such contract or transaction. Such person may be counted in determining whether a quorum is present but may not be counted when the Board or committee of me Board takes action on the transaction. The minutes of the meeting shall reflect me disclosure made, the vote thereon, the abstention from voting and participation, and whether a quorum was present.

 

 

1. Power to Amend Bylaws. - The Board of Directors then in office, by an affirmative vote of a majority of all Directors then holding office, shall have the power to alter, amend, or repeal these bylaws or adopt new bylaws at any time.

 

2. Conditions. Subject to the majority power stated above, action by the Board of Directors with respect to bylaws shall be taken by the affirmative vote of a majority of the directors present at a meeting at which a quorum is present as provided in Section 4 of these bylaws.

  

Adopted this 22nd day of February, 2007 by its current Board of Directors.

 

Jason Beyer    

Jane Dobbs

Danielle Galvin        

Lisa Garcia           

Craig Hornsby        

Garland Sandel

Frank Santry          

Steve Tower

James Upchurch    

At any given time, no fewer than two members of the Board of Directors should be the parent or guardian of a child then rostered on a Club team in age groups U9 through U12. Likewise, at any given time, no fewer than two members of the Board of Directors should be the parent or guardian of a child then rostered on a Club team in age groups U13 through U18.

 

Adopted this 22nd day of February, 2007 by its current Board of Directors.

 

The Treasurer shall be authorized to issue checks against the funds of TUFC upon his/her signature, without a co-signature, but only so long as the bank statements of the account against which the checks are drawn is being send directly from the Bank to the President, without first passing into the custody of the Treasurer.

 

Adopted this 22nd day of February, 2007 by its current Board of Directors.

 

Minutes of each meeting of the Board of Directors timely shall be made available to the public and posted on the webpage of TUFC.

The unaudited Annual Financial Statement of the Treasurer to the Board of Directors timely shall be made available to the public and posted on the webpage of TUFC.

 

Adopted this 22nd day of February, 2007 by its current Board of Directors.