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Bylaws

Salem Sabres Futbol Club, Inc.

Bylaws

Revised and Adopted on November 15, 2012

Virginia Code:  § 13.1-823. Bylaws. 

A. The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. 

B. The bylaws of a corporation may contain any provision that is not inconsistent with law or the articles of incorporation.

Article I. Name. The organization shall be known as Salem Sabres Futbol Club, Inc., an entity created in 2006.  Our club became incorporated on February 22, 2011.

Virginia Code:  § 13.1-820. Issuance of certificate of incorporation. 

If the Commission finds that the articles of incorporation comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of incorporation. 

When the certificate of incorporation is effective, the corporate existence shall begin. Upon becoming effective, the certificate of incorporation shall be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under this Act.  

Article II. Mission. To provide instructional and competitive youth soccer opportunities that enhance character, community, teamwork and love of the game.

Article III. Affiliations. Salem Sabres shall be affiliated with the United States Soccer Federation and its youth soccer division, the Unites States Youth Soccer Association, the Virginia Youth Soccer Association and with the appropriate Travel leagues, as determined by the Board of Directors.

Article IV. Youth Soccer Philosophy. All Salem Sabres youth shall have the opportunity to play quality soccer at a level commensurate with their skills.

Article V. Purpose. Salem Sabres shall operate a travel soccer program for co-ed teams. For the fall of 2006 and 2007, only female teams will be available. Teams participate in league play during the fall and, possibly spring seasons. Tryouts shall be held annually for these teams. The Executive Committee shall determine the annual fee structure for travel players and the policies governing the program. Upon request, financial assistance for fees and equipment is available on a limited basis.

Article VI. Business and Affairs. The business and affairs of Salem Sabres shall be conducted by its Board of Directors and Officer/Members (further know as executive committee).

Article VII. Board of Directors.

Virginia Code:  § 13.1-855. Number and election of directors. 

A. A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the bylaws, or if not specified in or fixed in accordance with the bylaws, with the number specified in or fixed in accordance with the articles of incorporation. The number of directors may be increased or decreased from time to time by amendment to the bylaws, unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment of the articles of incorporation. 

B. The members may adopt a bylaw fixing the number of directors and may direct that such bylaw not be amended by the board of directors. 

C. The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the members or the board of directors. However, to the extent that the corporation has members with voting privileges, only the members may change the range for the size of the board of directors or change from a fixed to a variable-range size board or vice versa. 

D. Directors shall be elected or appointed in the manner provided in the articles of incorporation. If the corporation has members with voting privileges, directors shall be elected at the first annual members' meeting and at each annual meeting thereafter unless their terms are staggered under § 13.1-858. 

E. No individual shall be named or elected as a director without his prior consent. 

The Salem Sabres shall have between 1 and 3 Board of Directors voted on by its members (executive committee).  The Board shall oversee and approve/disapprove the recommendations of the executive committee.

Section 1. Composition of the Board of Directors. The Board of Directors shall consist of one to three directors elected by the Officers of the company.

Section 2. Student Ex Officio Members. The Board of Directors is authorized to select as many as two youth players to serve as ex officio and nonvoting members. The term of office for the student ex officio members shall run from August 1-July 31, and a student ex officio member may serve a limit of one term, in order to extend the opportunity for service to as many students as possible.

Section 3. Filling of Vacancies. If any position becomes vacant, the vacancy shall be filled by appointment of the Officers.

Article VIII. Officers of the Organization.

Virginian Code: § 13.1-873. Duties of officers. 

Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers. 

Section 1. Officers. Officers of Salem Sabres shall consist of an Executive Director, Director of Finance, Director of Administration, Director of Communications and Director of Field Management. The executive committee shall consist of these five officers.

Section 2. Election and Term of Office. The Executive Committee will be selected at a regularly scheduled Executive Committee meeting.  All Executive officers selected shall hold office/seat for an undetermined amount of time, until that person resigns or is voted off the Executive Committee.

Section 3. Removal of Officers. Any Officer may be removed by a two-thirds majority vote of all members of the Executive Committee.

Section 4. Filling of Vacancies. If any office becomes vacant, the vacancy shall be filled by the majority vote of those present and voting at any regular or special meeting of the Executive Committee.

Article IX. Duties of the Officers of the Organization.

Section 1. Executive Director. The Executive Director shall function as the chief executive officer of the organization and shall have responsibility for the administration of the club affairs. The Executive Director shall serve as Chair of the executive committee and be responsible for the implementation of its policies. The Executive Director or his/her designee shall represent Salem Sabres in all dealings with affiliate organizations or other organizations for the promotion of soccer. Subject to the advice and consent of an ad judicatory committee, authority shall reside in the Executive Director or his/her designee to sanction upon any coach, player, parent of any player or manager for Salem Sabres such punitive measures for just cause as deemed appropriate, including written reprimand, temporary suspension, and permanent expulsion from the organization. 

Section 2. Director of Administration. The Director of Administration will oversee all fund raising efforts performed by the organization.  The Director of Administration will be responsible for all apparel items including but not limited to uniforms and t-shirt orders for corresponding functions.  The Director of Administration shall attend all meetings of the Executive Committee, keep accurate minutes of all Executive Committee meetings and provide a typed copy of the minutes to those absent and for inclusion in a permanent record.  The Director of Administration shall perform other duties as designated by the Board of Directors or the Executive Director.

Section 3. Director of Communications.. The Director of Communications will oversee the maintenance and timely updating of the Bylaws and the Policies of the Organization. The Director of Communications will oversee the registration process, marketing and advertising.  The Director of Communications shall perform correspondence functions as designated by the Board of Directors or the Executive Director. 

Section 4. Director of Finance. The Director of Finance shall perform the duties and have the power of the President during the absence or disability of the President. The Director of Finance shall have the care and custody of all monies and financial records of the organization. The Director of Finance and/or the team managers shall collect all player fees and other club revenues. The Director of Finance shall have the power to sign checks and drafts of the organization and is responsible for the payment of all expenses. The Director of Finance shall maintain such banking accounts as are necessary and keep a full and accurate account of all monies received. The Director of Finance shall give a financial report at each regular meeting of the Board of Directors. The Director of Finance shall have custody of the organization's records and reports pertaining to Corporate functions in keeping with the non-stock corporations guidelines.

Section 5. Director of Field Management.  The Director of Field Management shall oversee all duties pertaining to the upkeep of the Salem Sabres fields at St. John’s Place.  The Director of Field Management shall perform other duties as designated by the Board of Directors or the Executive Director.

Article X. Meetings of the Board of Directors.

Section 1. Regular Meetings. The Board of Directors shall meet annually and at such other times, as it deems necessary. All meetings are open to parents, coaches, players and all others who wish to attend. 

Section 2. Special Meetings. Special Meetings may be called by the Executive Director or by a majority of the Board of Directors. Notification of special meetings shall occur either by mail, e-mail, telephone, or facsimile machine (if available), at the discretion of the executive director, depending on the situation. 

Section 3. Cancellation or Postponement of Meetings. The executive director shall have the authority to cancel or postpone a regular meeting of the Board of Directors if there are no agenda items requiring the board's immediate action.

Section 4. Voting. Each Officer and additional Board members shall be entitled to cast one vote in all matters coming before the Board of Directors. A simple majority of members present and voting at any regular or special meeting of the Board of Directors shall be required to pass any motion, except an amendment to the Bylaws, which requires a two-thirds majority vote of all members.

Article XI. Assignments of Tasks and Areas of Responsibilities.

Section 1. Scope of Duties. The Board of Directors shall assign administrative tasks and areas of responsibility to its members and others it shall from time to time deem appropriate.

Section 2. Coaches. Salem Sabres head coaches and academy coaches are paid professionals.  Salem Sabres assistant coaches are unpaid volunteers who donate their time and talents to teach soccer skills and encourage good sportsmanship. 

Article XII. Finance.

Section 1. Fiscal Year. The organization's fiscal year shall be July 1 through June 30 of every year.

Section 2. Annual Budget. The Board shall formulate an annual budget prior to the beginning of each fiscal year.

Section 3. Authorization of Debt. No debt or obligation shall be incurred for or on behalf of the Salem Sabres by any director, officer, committee, agent, coach, manager, employee, player or other persons except under the authority given by the Board of Directors.

Article XIII. Participation.

Section 1. Payment of Fees. Salem Sabres will hold payment of fees the responsibility of the parents/guardians of the players.  Any fee not paid by the designated period will result in the player not being able to participate until said fee is reconciled.

Section 1a. Return of Fees.  The official start of the season is the opening whistle of the first official league game.  If a player has sustained an injury before that time and is accompanied by a valid Doctor’s notice excusing the player for the remainder of the season, a return of registration fees may be made minus the expenses of rostering the player to the team.  The expenses will be determined by the executive committee.  If an injury is sustained after the official start of the season, fees will not be returned and costs associated with the remainder of the season (ie. Tournament fees, fundraising, et. al.) are the responsibility of the player and his/her family.  Uniform fees will not be returned with no exceptions.  

Section 2. Medical Release Form. A player may not participate in practices or games until a signed medical authorization form has been submitted to Salem Sabres by his/her parent(s) or legal guardian(s).

Section 3. Proof of Age. A player may not participate in games until proof of the player's date of birth is submitted to Salem Sabres by his/her parent(s) or legal guardian(s). Once submitted, this documentation shall remain on file with Salem Sabres.

Article XIV. Identification.

Section 1. Colors. Official colors of Salem Sabres shall be maroon and white. The design and style of Travel Division uniforms shall be authorized by the Board of Directors and shall be identical in appearance for all age groups, with the official colors predominant.

Section 2. Travel Team Names. All Travel Teams shall be designated as "Salem Sabres".

Article. XV. Communications.

Section 1. Salem Sabres shall make available to each player's family a current copy of the Salem Sabres By-laws that may be accessed through the Salem Sabres Website (salemsabresfc.org).

Article XVI Compensation.
 
Virginia Code:  § 13.1-814. Shares of stock and dividends prohibited.
 
A corporation shall not issue shares of stock. No dividend shall be paid and no part of the income of a corporation shall be distributed to its members, directors or officers, except that a corporation may make distributions to another nonprofit corporation that is a member of such corporation or has the power to appoint one or more of its directors. A corporation may pay compensation in a reasonable amount to its members, directors or officers for services rendered, including pensions, may confer benefits upon its members in conformity with its purposes, and may make distributions to its members or others as permitted by this Act upon dissolution or final liquidation and no such payment, benefit or distribution shall be deemed to be a dividend or a distribution of income. 

Section 1.  Salem Sabres will compensate its officers in a reasonable amount for services rendered.  This compensation will be approved annually by the Board of Directors.

Article XVI. Dissolution. Upon the dissolution of the organization, the Board of Directors will, after discharging all liabilities and obligations or making adequate provision therefore, dispose of all the remaining assets of Salem Sabres to any organization organized for charitable, scientific, literary, cultural and/or educational purposes as shall at the time qualify as an exempt organization under section 501 (c) (3) of the Internal Revenue Code.