BYLAWS OF THE KENTUCKY SELECT SOCCER LEAGUE Revised 2/6/2005

ARTICLE I

OFFICES

The principle office of the Kentucky Select Soccer League in the Commonwealth of Kentucky shall be located at 1540 Lakewood Drive, Lexington, 40502. The Kentucky Select Soccer League may have such other offices, either within or without the Commonwealth of Kentucky, as the business of the Kentucky Select Soccer League may require from time to time. The official mailing address of the Kentucky Select Soccer League shall be P.O. Box 99055, Louisville, KY 40259-0055.

The registered office of the Kentucky Select Soccer League may be, but need not be, identical with the principle office in the Commonwealth of Kentucky and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

MEMBERS

SECTION 1. MEMBERSHIP. Membership shall be open to:

1) any team who is currently participating or has participated in the most recently completed playing season and have paid the required fee; and is accepted by the League.

2) any soccer club which has a team who is accepted for membership (see item 1)

SECTION 2. CLASSES OF MEMBERS. Membership shall be divided into two categories: voting and non-voting. Soccer clubs are non-voting members. Members entitled to vote are those members set forth in Section 1, Subsection 2 above which shall be limited to one vote for team.

SECTION 3. PLAYING SEASONS AND FEES. The Board of Directors will determine playing seasons and membership fees. Playing seasons are sessions of specified length during which the League conduct its youth competition.

SECTION 4. QUORUM. The members present at the annual or any special meeting of the membership shall constitute a quorum.

SECTION 5. ANNUAL MEETING. The semi-annual meeting of the Board of Directors shall be held in February and July of each year for the transaction of any business as may come before the meeting. An agenda shall be provided to the Board no less than seven (7) days prior to the semi-annual meeting.

SECTION 6. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the Director, by any two (2) members of the Board of Directors or by a member who delivers to the Director or Secretary of the Board of Directors a petition signed by thirty (30) or more members. The petition shall state the specific reason for the special meeting. Upon receiving a petition for a special meeting, the Secretary of the League shall provide notice of the meeting to all Board members within two weeks of the date the petition was received. A special meeting shall be held with four weeks from the date a petition was received.

SECTION 7. PLACE OF MEETING. The Board of Directors may designate any suitable place within Kentucky, as the place of meeting for the annual meeting or any special meeting of the Board.

SECTION 8. NOTICE OF MEETINGS. Notice stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered or distributed not less than ten days before the date of the meeting, either personally, by mail or telephone, by or at the direction of the Director or the Secretary, or the officer or persons calling the meeting, to each member of record entitled to vote at such meeting. (If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the Kentucky Select Soccer League, with postage thereon prepaid.)

ARITICLE III

BOARD OF DIRECTORS

SECTION 1. GENERAL POWERS. The business and affairs of the Kentucky Select Soccer League shall be managed by its Board of Directors.

SECTION 2. ELECTION OF THE BOARD OF DIRECTORS. A Nominating form will be mailed by the Leagues secretary no later than June 1st of each year to each member club. Each club many nominate one candidate for the Board of Directors and will specify which position that for which that person is nominated, within seven (7) days of receipt of the form. The League Secretary shall present a slate of candidates for positions on the Board of Directors to the membership teams by June 15th. Members of the Board of Directors shall be elected by a majority of the voting teams of the League by mail. For purposes of the election, each team is limited to one vote. The five (5) Directors will be: (1) League Director; (2) Deputy Director for Younger Boys (U9-U14); (3) Deputy Director for Older Boys (U15-U19); (4) Deputy for Younger Girls (U9-U14); and (5) Deputy Director for Older Girls (U15-U19). The League Director shall be elected annually and serve a one (1) year term. The Deputy Director for Younger Boys, and the Deputy Director for Older Girls shall be elected bi-annually on years ending with an even number and serve two (2) year terms. The Deputy Director for Younger Girls, and the Deputy Director for Older Boys shall be elected bi-annually on years ending with an odd number and serve two (2) year terms.

SECTION 3. REGULAR MEETINGS. A regular meeting of the Board of Directors shall be held immediately prior to each season for the purpose of transacting any business as may come before the meeting without other notice than this bylaw.

SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the League Director or any two members of the Board.

SECTION 5. NOTICE. Notice of any special meeting shall be give at least two days previously thereto by notices delivered personally, mailed or telephoned to each Board member.

SECTION 6. QUORUM. Fifty (50%) of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that if less than fifty percent (50%) of the Board members are present at said meeting, a majority of the Board members present may adjourn the meeting without further notice.

SECTION 7. MANNER OF ACTING. The act of the majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. The Board of Directors shall have the power to name officers on committees to carry out its requests. The Board of Directors shall appoint Chairpersons of standing committees and act upon committee reports. The committees shall not have the power to obligate the Kentucky Select Soccer League in any way except as specifically instructed by the Board of Directors.

SECTION 8. VACANCIES. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining members of the Board. A member of the Board of Directors elected to fill a vacancy shall be elected for the unexpired term. Any positions on the Board of Directors to be filled by reason of any increase in the number of members may be filled by the Board of Directors for a term of office continuing only until the next election.

SECTION 9. COMPENSATION. No member of the Board of Directors shall receive compensation for his or her services as a member of the Board.

SECTION 10. INFORMAL ACTION. Any action required by law to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors or of a committee, may be taken without a meeting if a consent, in writing, setting forth the action so taken shall be signed by all of the members of the Board of Directors, or all the members of the committee, as the case may be. Such consent shall have the same effect as a unanimous vote.

SECTION 11. MANAGEMENT OF Kentucky Select Soccer League. The Board of Directors shall have management control of the property and finances of the organization. Funds of the organization shall be expended by the Treasurer or other officers as the budget is authorized by the Board of Directors.

SECTION 12. LEAGUE DIRECTOR. The League Director shall serve as Chairperson and preside at all meetings of the Kentucky Select Soccer League. The League Director shall execute the orders of the Board of Directors, and shall enforce the observance of the Articles of Incorporation, Bylaws and Rules of the Kentucky Select Soccer League.

At the conclusion of the term of office of the League Director, the then past League Director shall serve, at the pleasure of the Board of Directors, as an ex-officio non-voting member of the Board of Directors until the next annual election of officers.

SECTION 13. NOTICE TO MEMBERSHIP. The Board of Directors shall report actions to the members annually.

ARTICLE IV

OFFICERS

SECTION 1. OFFICERS. The Board of Directors may appoint officers to carry out the duties of the Board. These officers may be members of the Board of Directors. The three officers shall be the League Treasurer, Secretary, and Parliamentarian.

SECTION 2. ELECTION AND TERM OF OFFICE. Each officer shall hold office for a one (1) year term. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors.

SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Kentucky Select Soccer League would be served thereby. Election or appointment of any officer or agent shall not of itself create contract rights.

SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 5. SECRETARY. The Secretary shall make a record of the proceedings of all meetings, distribute minutes of all meetings to individual Board members upon request, conduct the correspondence of the Kentucky Select Soccer League, keep or have access to an up-to-date register of the names, addresses, and voting status of the members of the Kentucky Select Soccer League, make and present a report of the year’s activities annually, and perform such other duties as may be required by the Board of Directors.

SECTION 6. TREASURER. The Treasurer shall all such acceptable funds in accord with the purposes of the Kentucky Select Soccer League and deposit same in a bank chosen by the Board of Directors. Funds shall be withdrawn from the depository and expenditures made within the limits of an approved budget. The Treasurer shall prepare and present a budget annually and perform such other duties as may be required by the Board of Directors.

SECTION 7. PARLIAMENTARIAN. The Parliamentarian shall be responsible for ensuring that the Bylaws and Rules of the Kentucky Select Soccer League are adhered to at all meetings of the Board of Directors and in all actions undertaken by committees and members of the League. In addition, the parliamentarian shall be responsible for ensuring that the business and the activities of the League are conducted in accordance with approved rules and procedures. The Parliamentarian shall advise the Board of Directors of issues that arise that merit consideration by the Board of a change in the Bylaws or Rules of the League.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instruments in the name of and on behalf of the Kentucky Select Soccer League, and such authority may be general or confined to specific instances.

SECTION 2. LOANS. No loans shall be contracted on behalf of the Kentucky Select Soccer League, and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

SECTION 3. CHECKS, DRAFTS, ORDERS, ETC. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Kentucky Select Soccer League shall be signed by any officer of the League and in such manner as shall from time to time be determined by resolution of the Board of Directors. All withdrawals of corporate funds shall be made by the Treasurer, Secretary, or any other designee of the Board of Directors.

SECTION 4. DEPOSITS. All funds of the Kentucky Select Soccer League not otherwise employed shall be deposited from time to time to the credit of the Kentucky Select Soccer League in such banks, trust companies, or other depositories as the Board of Directors may select.

ARTICLE VI

FISCAL YEAR

The fiscal year of the Kentucky Select Soccer League shall be July 1 to June 30.

ARTICLE VII

INDEMNIFICATION OF CLUB DIRECTOR AND OFFICERS

The Kentucky Select Soccer League may indemnify and may advance expenses to the League Director, officers, or agents of the League who are, were or are threatened to be made a defendant or respondent 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 the League Director, an officer, or agent of the Kentucky Select Soccer League, to the fullest extent that is expressly permitted or required by the statutes of the Commonwealth of Kentucky and all other applicable law.

ARTICLE VIII

PARLIAMENTARY AUTHORITY

Robert’s Rules of Order shall be the Parliamentary Authority for the Kentucky Select Soccer League.

ARTICLE IX

AMENDMENTS

These Bylaws may be amended by a two-thirds (2/3) vote of the members of the Board of Directors present at any meeting of the Board of Directors, if at least thirty (30) days notice of such amendment has been given in writing to each Board of Directors member prior to the meeting. These Bylaws may be altered or amended by two-thirds (2/3) vote of the members present at the business session of any semi-annual meeting of the Kentucky Select Soccer League, provided the proposed amendment has been submitted in writing to all members at least thirty (30) days prior to the annual meeting.

ARTICLE X

AMENDMENT AND ADOPTION OF BYLAWS

Bylaws must be adopted by a two-thirds (2/3) vote of Board of Director members present at any meeting of the Board of Directors if at least thirty (30) days notice of such adoption has been given in writing to each member of the Board prior to the meeting.

ARTICLE XI

DISBANDMENT

The Kentucky Select Soccer League may be disbanded by a two-thirds (2/3) vote of the membership present at any annual or called meeting the Kentucky Select Soccer League provided at least ten (10) days written notice has been given to all members. Assets of the Kentucky Select Soccer League shall be distributed under terms of the Articles of Incorporation.

CERTIFICATE

It is hereby certified that on this date I am the duly appointed and qualified Secretary of Kentucky Select Soccer League and that on the 5th day of February, 2005 the foregoing Bylaws were revised and adopted by action of the Board of Directors.

Stephanie Hodge, Secretary

 


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