By-Laws of Southwest Michigan Soccer Club, Inc.

Table of Contents
Article I Name and Purpose
Article II Members
Article III Directors of the Corporation
Article IV Meetings
Article V Fees and Finance
Article VIIndemnification of Board Members, Directors and Officers
Article VII Rules and Regulations
Article VIII Amendment of By-Laws

Approval/Amendment History:
8/3/2012:

By-Laws Approved on 8/3/2012 by a unanimous vote of Board of Directors (Class A Members).

8/5/2012:

Amendments made to Articles II, III, IV, V, and VII approved on 8/5/2012 by a unanimous vote of Board of
Directors (Class A Members) present.

Article I Name and Purpose

Section 1.1 Name
The name of this organization shall be Southwest Michigan Soccer Club, Inc. The organization will operate under this
name or the assumed name SWM Select Soccer, hereinafter referred to as SWM.
Section 1.2 Purpose
The purpose of SWMis to promote and support the growth of competitive soccer in the area of southwest Michigan
through the development of players, coaches and referees and through educational opportunities for the community.
SWM will do this primarily through, but not limited to the following activities:
(a) Provide quality coaching, clinics, camps and team play;
(b) Promote and sponsor sanctioned tournament play for national and international amateur competition;
(c) Support recreational and/or developmental soccer programs in the community and encourage SWMplayers to
participate in and support such programs;
(d)Work cooperatively with local governmental organizations and boards to provide quality sporting facilities to the
community;
(e) Work cooperatively with other community sports programs.
Section 1.3 Non-Profit Organization Status
Consistent with the above stated purpose, SWM shall be operated exclusively for charitable and educational purposes as
those terms are intended to be applied in Section 501(c)(3) of the Internal Revenue Service Code.
Section 1.4 Affiliations
SWM shall be affiliated with West Michigan Youth Soccer Association (WMYSA), Michigan State Youth Soccer
Association (MSYSA) and the United States Youth Soccer Association (USYSA).
Article II Members
Section 2.1 Classes of Members
SWM shall have the following classes of members:
(a)Class A Members shall be the Board of Directors of the Corporation of Southwest Michigan Soccer Club, Inc., herein
referred to as Directors.
(b) Class B Members shall be the current season active head coaches, assistant coaches or managers as listed in
Gotsoccer. In the case that one person is the head coach, assistant coach, or manager for multiple teams, only one
representative Class B vote is allowed per person. The individual is not given one vote per team or position. In case of
absence, Class B Members may not appoint a designate to act or vote on their behalf.
(c) Class C Members shall be either one parent or legal guardian of each player; or, the player himself or herself, if 18
years of age or older.The playermust be registered in the currentactive season and be current regarding payment of club
fees and/or dues.Each player (or their parent, for minors) is entitled to one total representative Class C vote. If a family
consists of more than one SWM player, all of which are active according to the above criteria, then the family is still
granted one total Class C vote, not one vote per active player. In case of absence, Class C Members may not appoint a
designate to act or vote on their behalf.
Section 2.2 - Suspension or Expulsion of Members
Membership of a Class A, B, or C member may be terminated by resignation or action of the Directors.
The Directors, at a closed meeting of the Directors, and by a twothirds vote of the total Class A Directors in office, shall
have the authority to discipline, suspend or terminate the membership of any member of any class when the conduct of
such person is considered detrimental to the best interest of SWM. The member may be placed upon immediate
temporary suspension during the time period prior to the meeting, will be notified in writing of the meeting date a minimum
of 14 days before the meeting, and will be informed of the general nature of charges. They will be given the opportunity to

appear at the meeting. The member involved will be notified in writing of any action related to disciplinary suspension,
removal, or expulsion within 14 days of any taken action.
Article III Directors of the Corporation
Section 3.1 Directors General Powers and Officers
The property, business and affairs of the Corporation shall be managed by its Directors. The Directors will be comprised
of the following fourteen (14) officer positions.
President
Vice-President of Team Administration
Directorof Coaching
Director of Player Recruitment and Development
Treasurer
Registrar
Secretary
Public Relations and Communications Coordinator
Fundraising Coordinator
Uniform Coordinator
Facility and Field Coordinator
Parent Representative
(2) At-Large-Members
Directors listed above are to be elected by a vote of the Class A, B and C Members at the Annual General Membership
Meeting held in October of each year. Director terms for each year will begin November 1 and end October 31. Each
Director shall hold office for the term assigned to each respective position as defined in Section 3.2: Director Positions,
Terms and Responsibilities; or, until their resignation or removal.
Section 3.2 Director Positions and Responsibilities
3.2.1 - President (2 year term):
The President shall:
Be the Chief Executive Officer of SWM.
Provide leadership and guidance to the Directors in accordance with the purpose of SWM and consistent with
rules and regulations of the West Michigan Youth Soccer Association.
Represent SWM in all West Michigan Youth Soccer Association and Michigan State Youth Soccer
Association activities.
Preside over all SWM meetings.
Act as an ex-officio member of every SWM committee.
Act as the official designee to the St. Joe Kickers/SWM joint advisory committee.
3.2.2 Vice-President of Team Administration (2 year term):
The Vice-President of Team Administration shall:
Act on behalf of the President in his/her absence.
Act as the Head Team Manager to provide direct support and training to coaches and managers in the
administrative responsibilities in running an SWM team.
Act as the liaison with West Michigan Youth Soccer Association for black-out dates, scheduling and changes
in schedule.
Assist teams with registering for tournament play including team check-in requirements, travel waivers and
guest player procedures.
Coordinate and register all teams and playersfor SJK indoor seasons.

3.2.3 Director of Coaching (2 year term):

The Directorof Coachingshall:
Recruit and identify potential coaches.
With Director support, create and oversee a formal process for selectingcoaches for SWM teams.
With Director support, develop and implement a formal approach to evaluate coaches and coaching
performance.
Support coaches with appropriate training opportunities and ensure that all coaches have the appropriate
coaching license according to WMYSA.
3.2.4 Director of Player Recruitment and Development (2 year term):
The Director of Player Recruitment and Development shall:
Recruit players for SWM.
With Director support, plan and implement SWM tryouts.
Develop and communicatecomprehensive player development curriculum.
Coordinate innovative opportunities for player development, including player camps and clinics.
Work with Director of Coaching to provide development opportunities for coaches.
3.2.5 Treasurer (2 year term):
The Treasurer of SWM shall:
Have custody of all funds, securities, evidence of indebtedness and other valuable documents.
Shall deposit funds in the name and to the credit of SWM in a bank or depository.
Establish and maintain accurate, up-to-date accounting records of SWMbusiness transactions including
income, expenditures and asset values.
In April of each year, create a projected annual budget for the coming fiscal year for Director approval.
Be responsible for the preparation of forms relative to SWM non-profit status and all federal and state tax
returns.
3.2.6 Registrar (2 year term):
The Registrar shall:
Verify ages of all SWM players in accordance with WMYSA rules and regulations.
Submit all necessary registration documents for coaches, players and managers to WMYSA or MSYSA on
behalf of the SWM.
3.2.7 Secretary (2 year term):
The Secretary of SWM is vital in maintaining the history of the Corporation. The Secretary of SWM shall:
Be the officer of record on all resolutions of the Directors.
Issue a written summary (minutes) of the proceedings of every meeting of Directors.
Plan and coordinate the Corporations annual meeting, including notification of all Class A, B and C members
of the meeting.
Present policy amendments to the Directors as required.
Maintain all current policies and procedures of SWM for historical record.
3.2.8 Public Relations and Communications Coordinator (2 year term):
The Public Relations and Communication Coordinator shall:
Oversee the creation of all publications, educational materials and communications, electronic or otherwise.
Plan all internal events for players and coaches, including special events for volunteer recognition.
Be the official contact with all media outletsto report scores, etc.
Oversee the creation and maintenance of the SWM website.
Coordinate all spirit wear production and team orders.

3.2.9 Fundraising Coordinator (2 year term):

The Director of Fundraising shall
Create and implement an annual fundraising plan for the organization, including securing sponsorships for
future capital projects, special projects as well as operational needs.
Ensure that donors wishes are honored and used for the purpose intended in all gifts to SWM.
Provide appropriate recognition for all gifts.
3.2.10 - Uniform Coordinator (1 year term):
The Uniform Coordinator shall:
Oversee the purchase, design, and delivery of uniforms for all players.
With Director support, review vendors a minimum of every three years to ensure that SWM and its players are
receiving competitively priced soccer wear.
3.2.11Facility and Field Coordinator (1 year term):
The Field and Facility Coordinator shall:
Be responsible for the care and maintenance of all fields ensuring that SWM players have the necessary field
space to practice and play games.
Recruit and coordinate volunteers for field maintenance.
Track and coordinate facility usage for St. Joe Kickers in accordance with the annual joint agreement.
3.2.12 - Parent Representative (1 year term):
The Parent Representative shall act as the official representative for all players and parents in all Board matters.
The Parent Representative shall:
Maintain anonymity of all parent feedback, to ensure consistent communication between parents and Board.
In coordination with the Director of Coaching, implement parent surveys to provide feedback to Board and
Coaches.
3.2.13 At-Large Officers (1 year term):
At-Large Officers will have responsibilities as determined by the Directors. At-Large Officers serve on the Board
in order to better understand the Board and Board functions to be able to potentially assume future
Directorpositions.

Section 3.3 Terms

Directors will be elected at the Annual General Membership Meeting in October each year. A one year term will span
fromNovember 1 to October 31. Directors will be elected by current Class A, B and C Members on the following schedule
of rotation.
Slate One (Elected in Odd Years)
President
Registrar
Secretary
Fundraising Coordinator
Vice President of Coaching
Uniform Coordinator
Field/Facility Coordinator
At-Large Director
At-Large Director
Parent Representative

Slate Two (Elected in Even Years)

Director of Team Administration
VP of Player Recruitment and Development
Treasurer
Public Relations and Communications
Coordinator
Uniform Coordinator
Field/Facility Coordinator
At-Large Director
At-Large Director
Parent Representative

Section 3.4 Voting and Quorum

A quorum shall be more than one-half of the total Class A Directors in office.Each Director shall be entitled to one vote on
each matter submitted. Miscellaneous business activity can be conducted with less than a quorum.

Section 3.5 Vacancies

When a Director vacancy occurs for any reason, the President may fill the vacancy by appointment at a Directors Meeting,
with a quorum present and with support of a majority vote of the total Class A Directors in office.The term of the
appointment shall be for the period of time remaining in the Directors term as outlined in Section 3.3 Terms.
Section 3.6 Special Voting
Matters requiring authorization of spending; amendment or approval of budget; or, amendment or approval of rules,
regulations, policies or procedures, must have a twothirds vote of the total Class A Directors in office.
Section 3.7 Voting by Electronic Mail
Voting may occur by electronic mail for miscellaneous businessthat requires the immediate attention of the Directors.
Electronic voting may not be used for the purpose of: suspension or removal of a member; elections; approval or
appointment of a Director; amendments to by-laws; authorization of spending; amendment to or approval of budget; or,
amendment or approval of rules, regulations, policies, or procedures.
Section 3.8 Committees
Committees may be appointed from time to time by the President for such purpose as the circumstances warrant. The
president shall be an ex-officio member of all committees. Minutes shall be taken by a committee member and forwarded
to the secretary of the Board of Directors for inclusion in Corporation records.
Article IV Meetings
Section 4.1 Director Meetings
Regular meetings of the Directors are to be held as needed to conduct the business of the Corporation. Meeting minutes
must be taken and kept with the secretary of the Directors for inclusion of Corporation records. Regular meetings of the
Directors are open to all Members, Class A, B and C; however only Class A Directors have the authority to vote during
these meetings.
Section 4.2 Closed Class A Director Meetings
Directors may convene to a closed meeting as needed without notice to Class B or C Members, by request or authority of
the President. A closed Director meeting is open to Class A Members only.
Section 4.3 Class B Meetings
Class B meetings will be held semi-annually in July/August and January/Februaryto plan for upcoming seasons and to
discuss issues related to players and/or teams. Class A Members and Class B Members may attend this meeting.
Section 4.4Annual General Membership Meetings
Annual General Membership meetings are open to all Class A, B, and C Members of the Corporation and shall be held in
October at a southwestern Michigan area location and time designated by the SWM Directors. The purpose of Annual
General Membership meeting is toupdate the membership on activities of the corporation and provide an open forum for
feedback for future goals, objectives and activities.
Elections for Class A Members will occur at the Annual General Membership meeting in October according to the even
and odd year schedule as outlined in Section 3.3 Terms.
Section 4.4.1 Notice of Annual General Membership Meetings
Notice of the time, place and purpose of each meeting of the membersshall be served either personally or by postal or
electronic mail upon each member of record entitled to vote at such meeting. Notice shall be sent not less than ten days
prior to date of meeting.
Members wishing to express an objection to a meeting, due to improper notification procedures, shall state the objection
at the beginning of such meeting, prior to transaction of normal business. The President or his designee shall at that point
in time make a determination regarding the objection and decide if the meeting must be re-scheduled with proper
notification or if the meeting may proceed and the objection is not recognized.
Section 4.4 Additional Meetings
Additional meetings of Members may be called from time to time throughout the year. Meetings may be called by one of
the following:
(a) By the President.

(b) By the request of twenty percent (20%) of all Class B Members. Any request for additional meetings shall be submitted
to the President of the Directors in writing by hand delivery, postal or electronic mail and state explicitly the purpose or
purposes of the proposed meeting; the President will communicate with all members regarding the special meeting and
shall follow proper notification of meeting time and location.
Section 4.5 Quorum
For Directors meetings, a quorum shall be more than one-half of the total Class A Directors in office.
For Class A and B joint meetings, and the Annual General Meeting, business and elections may be conducted as
determined by the Director's with the members that are present.
Article V Fees and Finance
Section 5.1 General Powers as to Negotiable Paper
The Directors shall authorize the Treasurer and the President, or one other designee, with the rights to sign and endorse
checks, drafts, notes, acceptances, bills of exchange, obligations and other negotiable paper or instruments for the
payment of money on behalf of SWM.
Section 5.2 Fees
Spring and fall player fees will be determined and approved by the Directors by April of each year.
Section 5.3 Fiscal Year
The fiscal year shall be from July 1 to June 30.
Article VI Indemnification of Board Members, Directors and Officers
Section 6.1 Third Party Suits
SWM will, to the fullest extent now or hereafter permitted by law andby regulations and rulings issued by the Internal
Revenue Service, indemnify any boardmember, Director or officer of the SWM (and, to the extent provided in a resolution
of the Board orby contract, may indemnify any volunteer, employee or agent of SWM) who was or is aparty to or
threatened to be made a party to any threatened, pending, or completed action, suitor proceeding by reason of the fact
that the person is or was a board member, Director, officer,volunteer, employee or agent of SWM, or is or was serving at
the request of SWM asa board member, Director, officer, volunteer, employee or agent of another corporation,partnership,
joint venture, trust or other enterprise, whether for profit or not for profit, againstexpenses (other than taxes, penalties or
expenses of correction) including attorneys fees(which expenses may be paid by SWM in advance of a final disposition of
the action, suitor proceeding as provided by law), judgments, penalties, fines and amounts paid insettlement actually and
reasonably incurred by the person in connection with the action, suitor proceeding if the person acted (or refrained from
acting) in good faith and in a manner theperson reasonably believed to be in or not opposed to the best interests of SWM,
and suchpersons is either successful in his or her defense or the proceeding is terminated bysettlement and such person
has not acted willfully and without reasonable cause with respectto the corporation duties concerned, and with respect to
any criminal action or proceedings, ifthe person had no reasonable cause to believe his or her conduct was unlawful.
SWM may purchase and maintain insurance on behalf of any such person against anyliability (including penalties, taxes,
expenses of correction, judgments, settlements orexpenses) asserted against him or her and incurred by him or her in any
such capacity orarising out of his or her status as such, whether or not SWM would have the power toindemnify him or her
against such liability under the provisions of this Article or under theprovisions of Sections 561 through 565 of the
Michigan Nonprofit Corporation Act.
6.2 Rights to Continue:
This indemnification will continue as to a person who has ceased to be a board member or Director of SWM.
Indemnification may continue as to a person who has ceased to be a volunteer, employee or agent of SWM to the extent
provided in a resolution of the Board or in any contract between SWM and the person. Any indemnification of a person
who was entitled to indemnification after such person ceased to be a board member, officer, Director, volunteer, employee
or agent of SWM will inure to the benefit of the heirs and personal representatives of that person.
Article VII Rules and Regulations
Section 7.1 Club Operating Practices
SWM will follow the rules and regulations as set forth by West Michigan Youth SoccerAssociation (WMYSA).In addition,
SWM will maintain its own policies and procedures as needed to provide further clarification or guidelines appropriate to
SWM.

Drafts of proposed policies shall be presented at a Board meeting by the Secretary, andmust have a minimum of two
thirds vote of the total Class A Directors in office for approval. All SWM policies will be maintained by the Secretary of the
organization, including initial approval date and a historical record of policies and amendments to policies.
Article VIII By-Law Amendments
Amendments to these by-laws can be made at any time with the discretion of the Directors. A draft of proposed
amendments shall have initial approval of the President, be presented at a Board meeting by the Secretary and must
have a minimum of twothirds vote of the total Class A Directors in office for approval.