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BULLS SOCCER CLUB BYLAWS

 

ARTICLE I - NAME AND LOCATION

This organization shall be a not-for-profit corporation known as the BULLS SOCCER CLUB, also known as the HONOLULU BULLS SOCCER CLUB and HSC-BULLS.

The principal office of Bulls Soccer Club shall be located in the City and County of Honolulu, State of Hawaii, and its mailing address shall be P.O. Box 240277 Honolulu, Hawaii 96824 or at such other place as shall be determined by the Bulls Soccer Club Board of Directors hereinafter called the “Board of Directors”.

 

ARTICLE II - PURPOSE AND GOALS

The Bulls Soccer Club is established to support, educate, organize, administrate, and develop Hawaii youth players to achieve their highest potential through the game of soccer. To do so, it will provide the highest level of coaching to its players.

The goals of the Bulls Soccer Club are:

1. To develop well-rounded players, whose academic and playing abilities enable them to:

• Gain nominations to highest level programs possible, e.g., National Team pools
• Play and excel in club and high school soccer in order to receive college scholarships, and
• Attain professional playing opportunities.

2. To build and sustain a nationally and internationally recognized soccer club.

3. To develop Bulls Soccer Club teams that will achieve state, regional, national, and international soccer championships.

4. To realize these goals within the proper framework of instilling character, self-esteem, confidence, responsibility, accountability, and fair play within our youth athletes.

 

ARTICLE III - PRINCIPLES OF CONDUCT

Achievement of these objectives can only be reached through the mature behavior and the exemplary conduct of the coaches, parents and officials of the Bulls Soccer Club. Their relationship with players must be of the highest ethical and moral standards and be based upon concern and just principles that ensure equitable treatment prevails in all circumstances.

 

ARTICLE IV - MEMBERSHIP

There shall be three (3) types of membership in the Bulls Soccer Club:

1. The general membership shall be composed of properly registered Bulls Soccer Club team players on properly registered Bulls Soccer Club teams, and the parents/guardians of these players.

2. The members of the Bulls Soccer Club Board of Delegates, hereinafter referred to as the “Board of Delegates,” shall be Head Coaches of Bulls Soccer Club Academy teams who have had a minimum of one (1) year of coaching experience with the Bulls Soccer Club, six (6) Bulls Soccer Club Age Group Representatives elected by Bulls Soccer Club Academy Team Managers within their respective age groups, and members of the Board of Directors. Academy teams are defined as teams whose players are assessed full dues, as well as Academy sponsored teams. The six (6) age groups are defined as U19 girls and boys, U18 girls and boys, U17 boys and girls, U15-U16 girls and boys, U12-U14 girls and boys, and U7-U11 girls and boys. Each member of the Board of Delegates shall have one (1) vote.

Prior to registration for the upcoming season, the Board of Delegates shall approve the fees to be assessed players that are selected for Bulls Soccer Club teams.

3. The Board of Directors shall be elected by the Board of Delegates. An individual elected to the Board of Directors shall automatically become a Board of Delegates member upon election to the Board of Directors and shall cease to be a Board of Delegates member upon ceasing to be a Director on the Board of Directors.

 

ARTICLE V - BOARD OF DIRECTORS

Section 1. Composition

The affairs of the Bulls Soccer Club shall be directed, managed and controlled by the Board of Directors who shall be elected by the Board of Delegates at the Bulls Soccer Club Annual General Meeting. The Board of Directors shall be comprised of not less than three (3) persons, no less than one (1) of which shall be a resident of the State of Hawaii, and no less than a majority of which shall be current or previous Bulls Soccer Club members. The Board of Directors shall be limited to 10 members.

The Director of Coaching shall be an ex-officio member of the Board of Directors with no voting rights. All other Board members shall each have one (1) vote.

With the consent of the existing Board of Directors, the President, or in his/her absence, the Vice President, may appoint new members to the Board of Directors or create new Board of Director positions at any meeting of the Board of Directors.

Section 2. Expectations

Each person on the Board of Directors shall:

• Be committed to the mission, purpose, goals, and principles of conduct of the Bulls Soccer Club;
• Be willing, committed, and able to exercise the role of informed leadership and shall execute all responsibilities/duties of a Director with due care, diligence and good faith; and
• Attend Board of Director meetings. Any member of the Board of Directors with three (3) consecutive or non-consecutive unexcused absences from Director meetings in any calendar year may be automatically removed from the Board of Directors.

Section 3. Authority

Subject to the limitations and requirements of the Articles of Incorporation, these By-Laws and the laws of the State of Hawaii, all activities of the Bulls Soccer Club will be conducted, and all powers of the Bulls Soccer Club shall be exercised by or under the direction of the Board of Directors.

Section 4. Duties of the Board

The Board of Directors shall:

• Perform its role and all responsibilities within the context of acting in the best interests of the Bulls Soccer Club.
• Assume legal and ethical responsibility for all activities of the Bulls Soccer Club, and shall be responsible and have sole authority for interpreting and enforcing the By-Laws, and policies and procedures of the Bulls Soccer Club.
• Submit recommended dues for the upcoming year to the Board of Delegates for approval.
• Establish, evaluate and revise policies and procedures as needed.
• Administer, expand and promote Bulls Soccer Club programs and account for all funds collected.
• Undertake necessary or appropriate activities that are required to carry out the mission, purpose(s) and goals of the Bulls Soccer Club.
• Be authorized and empowered to employ such agents, attorneys and staff as it may deem reasonable and necessary to carry out the purposes and goals of the Bulls Soccer Club.
• Accept on behalf of the Bulls Soccer Club, any gifts, bequests, or other monetary devices as may be used for the nonprofit purposes of the Bulls Soccer Club. Perform its role and all responsibilities within the context of acting in the best interests of the Bulls Soccer Club.

The Board of Directors may delegate any of its powers to such committees, subcommittees and such corporate officers as it shall deem appropriate. The Board of Directors however, may not delegate its overall legal responsibility for Bulls Soccer Club operations.

Section 5. Nominations

Prior to the Annual General Meeting of the Bulls Soccer Club (hereinafter referred to as the AGM), the President shall, with approval of the Board of Directors, appoint a Nominations Committee. This Committee shall be composed of at least three (3) persons and shall be responsible for nominating candidates for the Board of Directors and its officers with due consideration to the governance and representational needs of the Bulls Soccer Club. The slate of candidates prepared by the Nominations Committee shall be issued to Board of Delegates members at least ten (10) calendar days prior to the AGM. Board of Delegates members may also nominate candidates by submitting names in writing to the Secretary of the Board of Directors at least fourteen (14) calendar days prior to the AGM.

Section 6. Elections

The Board of Delegates shall vote on the nominees for the Board of Directors at the AGM held on the first Saturday of February. Voting shall be by secret ballot unless either dispensed with by a vote of two-thirds of the Board of Delegates members present, or unless the candidates for the Board of Directors are unopposed. With the exception of the Immediate Past President, candidates receiving the most votes from the Board of Delegates shall be elected to the Board of Directors.

Section 7. Term of Office

Directors shall be elected for two (2) year terms staggered with approximately fifty percent elected each year. The Board of Directors year and terms of office shall begin upon election and shall conclude on January 31 of their designated term or until such time as he/she is duly replaced in accordance with these by-laws. It is intended that each member of the Board of Directors shall serve in his/her position for the term specified (or, as appropriate, the remainder of the term specified), unless he/she elects to resign and gives written notice to the Board of Directors, or until he/she is duly replaced by approval of the Board of Directors.

Section 8. Vacancies

Vacancies in the Board of Directors may be filled by a majority of the remaining directors, though less than a quorum, and each director so elected shall hold office until his/her successor is elected at an AGM or at a special meeting called for that purpose.

Section 9. Term Limits

There shall be no limitations upon the number of terms that a person may be elected to serve on the Board of Directors.

Section 10. Removals

Any director may be removed by the Board of Directors whenever, in its judgment, the best interests of the Bulls Soccer Club would be served. A vote of two-thirds majority of all members of the Board of Directors shall be required to dismiss a director.

Section 11. Compensation

No compensation shall be paid to any member of the Board of Directors for their services as Directors. Directors may be reimbursed for actual expenses incurred by them in the performance of their duties as Directors.

Section 12. Committees

Committees of the Bulls Soccer Club may include, but not be limited to the following. These committees report directly to the Board of Directors:

1. Marketing and Player Recruitment
2. Club Sponsored Events such as tournaments and camps
3. Finance
4. Capital Development

These committees report through the Director of Coaching to the Board of Directors:

1. Player Development
2. Coaching Development
3. Tournament and Travel

Other committees may be appointed by the Board of Directors as needed. The Board of Directors or the President may appoint persons who are not Directors of the Board to serve on a committee in any advisory capacity. Committee meetings and actions will mirror the provisions of the Bylaws as they pertain to the Board of Directors. The Board of Directors may also enact regulations as to how committee meetings are conducted as long as those regulations do not conflict with the Bylaws.

 

ARTICLE VI - MEETINGS

Section 1. Regular Meetings

Regular meetings of the Board of Directors shall be held at least four (4) times per year at the call of the President/Chairperson of the Board, with times and meeting places to be announced to the Board of Directors at least thirty (30) days prior to the meeting.

All meetings of the Board of Directors are open to the general membership, although it is not required that the general membership be notified prior to the Board of Director’s meeting.

Section 2. Special Meetings

Special meetings of the Board of Directors may be called by any Director. All Directors shall be duly notified of the time and location of the special meeting in accordance with requirements that shall be determined by the Board of Directors. Written consents waiving the need for special notices of special meetings shall be accepted.

Section 3. Quorum

At any meeting of the Board of Directors, a majority of the voting membership of the Board of Directors, each of whom may be present in person or by proxy to the President, shall constitute a quorum.

Section 4. Rules for Conducting Board Meetings

Roberts Rules of Order - Revised shall be the controlling guidelines for all meetings.

 

ARTICLE VII - OFFICERS

Section 1. Officers

The officers of the Bulls Soccer Club shall be members of the Board of Directors and consist of the following positions:

• President/Chairperson
• Vice President(s)
• Secretary
• Treasurer
• Immediate Past president, and the
• Director of Coaching.

Section 2. Overall Duties

The Officers shall be charged with acting on behalf of the Board of Directors between Board of Director meetings, provided that any actions taken shall be brought to the Board of Directors for ratification at its next meeting.

Any person may hold two (2) or more offices if permitted by law.

The officers of the Bulls Soccer Club shall have the authority to enter into and/or execute contracts for the Bulls Soccer Club.

Section 3. Election

The officers excluding the Director of Coaching and Immediate Past President shall be elected by the Board of Directors based on recommendations of the Nominations Committee, if any, no later than the first (1st) Board of Directors’ meeting following the AGM.

Section 4. Term Limits

All elected officer positions shall serve for one (1) year beginning February 1st of each year and concluding January 31 of the following year, or until their successor(s) is/are duly elected by the Board of Directors, or are duly replaced by approval of the Board of Directors.

In the event the President resigns during his/her term of office, he/she forfeits his/her right to serve as Immediate Past President.

Section 5. Resignations

Any officer may resign at any time by giving written notice to the Board of Directors. Any such resignation shall take effect at the date of receipt of such notice, or at any later time specified in the written notice. The acceptance of such resignation shall not be necessary to make it effective.

Section 6. Vacancies

A vacancy in any office due to death, resignation, removal, disqualification or any other cause may be filled by the President for the unexpired portion of the term, and shall be confirmed at the next regular or special meeting of the Board after such vacancy arises.

Section 7. Duties and Powers of the President shall include:

• Overseeing the operation and management of the Bulls Soccer Club. Appointing, subject to approval of the Board of Directors, the Director of Coaching.
• Presiding over all meetings (i.e Board of Directors – Regular and Special, and the AGM).
• Preparing a written agenda for each meeting and making it available to all members of the Board of Directors or Board as appropriate to the meeting.
• Calling regular meetings and specials meetings as necessary or upon special request.
• Monitoring expenses incurred by the Bulls Soccer Club.
• Submitting a written report at the last AGM held during his/her term of office. This report should include, but is not limited to, the overall status of the Bulls Soccer Club including its financial standing as well as the accomplishments and shortfalls of administration of Bulls Soccer Club programs and efforts taken to meet the mission/purpose/goals.
• Appointing, subject to the approval of the Board of Directors, Chairpersons of committees.
• Representing the Bulls Soccer Club in the Hawaii Youth Soccer Association (HYSA), other organizations and the general public, or appointing representatives to assume these duties with approval of the Board of Directors.

Section 8. Duties and Powers of the Vice President shall include:

• Assisting the President in the performance of his/her duties and assuming the responsibilities of the President for the period of his/her absence, including presiding at meetings.
• Guiding special committees as Chairperson or as an ex-officio member.
• Representing the Bulls Soccer Club as well as working with public and community relations as assigned by the President.

Section 9. Duties and Powers of the Secretary/Recorder shall be to:

• Record, prepare, distribute and maintain a permanent written record of the minutes of the meetings of the Board of Directors, the AGM, other meetings of the Board of Delegates and special meetings called by the President.
• Furnish each member of the Board of Directors and Officer a current copy of the Bulls Soccer Club By-Laws and policies when he/she assumes that position.
• Notify all members of the Board of Directors and the Board of Delegates of respective meetings at least one week in advance.
• Conduct roll call at all meetings and maintain a record of attendance.
• Maintain a current list of all members of the Board of Directors and the Board of Delegates.

Section 10. Duties and Powers of the Treasurer shall be to:

• Receive any and all monies paid to the Bulls Soccer Club.
• Keep an inventory of all property of the Bulls Soccer Club.
• Maintain a detailed record of the income and expenditures of the Bulls Soccer Club.
• Review all proposed financial obligations and provide information/input into the decision-making process.
• Have all funds deposited upon receipt, in an authorized bank account(s) in the name of the Bulls Soccer Club.
• Sign checks, promissory notes, or drafts and shall make payment of other corporation debt(s). Provide President and the Director of Coaching with all transaction data for their review.
• Present a financial report at each meeting of the Board of Directors and at the AGM.
• Maintain current signature cards for all Bulls Soccer Club bank account(s).
• Serve as chairperson of the Finance Committee.
• Prepare and provide to the Board of Directors an annual budget.
• Prepare and/or monitor preparations of, and submit all necessary documents to the Internal Revenue Service and the State of Hawaii Department of Taxation.
• Prepare and maintain any and all documents pursuant to the Articles of Incorporation and the tax-exempt status of the Bulls Soccer Club.

Section 11. Duties of the Immediate Past President shall be to:

• Provide continuity and advice to the President, the Board of Directors and the Board of Delegates.
• Serve on committees and in other capacities at the request of the President.

Section 12. The Director of Coaching

The Director of Coaching shall serve as an ex-officio member of the Board of Directors and shall perform duties and responsibilities contained in the job description established by the Board of Directors.

Section 13. Removals

Any officer may be removed by the Board of Directors whenever, in its judgment, the best interests of the Bulls Soccer Club would be served. A vote of two-thirds majority of all members of the Board of Directors shall be required to dismiss an officer.

 

ARTICLE VIII - CONFLICT OF INTEREST

At no time shall a member of the Board of Directors, or Bulls Soccer Club employee take any official action directly affecting:

1. A business or other undertaking in which the director, officer or employee has a substantial financial interest, or
2. A private undertaking in which the director, officer of employee is engaged as legal counsel, advisor, consultant, representative or other agency capacity.

 

ARTICLE IX - LIMIT OF DEBT AND LIABILITY

The property of the Bulls Soccer Club shall alone be liable for the payment of its debts and liabilities, and the private property of the members. Directors and Officers shall not be subject to the payment of corporate debts to any extent whatsoever.

 

ARTICLE X - INDEMNIFICATION

All Board of Delegates and Board of Directors members shall be covered against personal liability claims by the Bulls Soccer Club for performing acts and duties directly related to the work of the Bulls Soccer Club.

 

ARTICLE XI - BOOKS, RECORDS AND REPORTS

The Bulls Soccer Club shall keep complete books and records of account and shall keep minutes of all proceedings of the Board of Directors, the Board of Delegates and all committees. These books/records/minutes may be inspected at any time by members.

 

ARTICLE XII - EXECUTION OF INSTRUMENTS

All instruments that, according to their terms, shall require execution on behalf of this corporation shall be signed, executed, and delivered by two (2) officers of the Bulls Soccer Club. The Board of Directors may from time to time by resolution, authorize checks, agreements, certificates and documents of any nature to be signed, executed, and delivered by such officer(s), agents, or employees of the Bulls Soccer Club.

 

ARTICLE XIII - AMENDMENTS

The Bylaws of the Bulls Soccer Club may be adopted, amended or repealed by a vote of the majority of the members of the Board of Delegates present at any duly called meeting of the Bulls Soccer Club Board of Delegates. The notice of such a meeting shall be issued at least fourteen (14) days prior to the meeting and shall clearly state that a purpose of the meeting is to consider the adoption or amendment or repeal of the Bylaws. Copies of the proposed amendments shall be mailed to each Bulls Soccer Club Board member before this meeting.

Approved Bylaws or amendments to the By-Laws shall take effect immediately following the meeting at which the Bulls Soccer Club Board of Delegates took such action.

The Articles of Incorporation may likewise be amended, contingent on the State’s acceptance of such an amendment.

 

ARTICLE XIV - DISSOLUTION

In accordance with the Articles of Incorporation: In the event of liquidation or dissolution of the corporation, all of its remaining assets and property of every nature and description whatsoever shall be paid over and transferred at the direction of the Board or trustee upon dissolution to any other organization(s) which are described in Section 501c(3) of the Internal Revenue Code of 1954, as it now exists and as it hereafter may be amended, and which are exempt from taxation under Section 501c(3) of said Code, and contributions to which are deductible under Section 170(b) of said Code.

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